RDB Realty & Infrastructure LTD Annual Report 2012-13

RDB REALTY & INFRASTRUCTURE LIMITED
ANNUAL REPORT 2012-13

Growing hand in hand
Company Overview 01
Directors' Report 17
Management Discussion and Analysis Report 23
Report on Corporate Governance 25
Financial Statements :
- Standalone 40
- Consolidated 65
Statement regarding Subsidiary Companies 92
Notice 93
SNEAK
PEAK
CORPORATE INFORMATION
BOARD OF DIRECTORS
Sri Sunder Lal Dugar
Chairman & Managing Director
Sri Pradeep Kumar Pugalia
Whole-Time Director
Sri Mahendra Pratap Singh
Non-Executive Independent Director
Sri Ravi Prakash Pincha
Sri Om Prakash Rathi
Sri Abhishek Satyanarayan Rathi
Sri Surendra Kumar Parakh
REGISTRAR & SHARE TRANSFER AGENT
M/s. Niche Technologies Private Limited
D-511, Bagree Market
71, B.R.B. Basu Road
Kolkata - 700 001
SOLICITORS
Dipayan Choudhury, Advocates
5, Kiran Shankar Roy Road
3rd Floor, Kolkata - 700 001
REGISTERED OFFICE
"Bikaner Building"
8/1, Lal Bazar Street
1st Floor, Room No. 10
Kolkata - 700 001
Phone : (033) 4450 0500
Fax : (033) 2242 0588
COMPANY SECRETARY AND
COMPLIANCE OFFICER
Ms. Satabdi Sen Gupta
AUDITORS
M/s. S. M. Daga & Co.
Chartered Accountants
11, Clive Row
Kolkata - 700 001
BANKERS
AXIS Bank Limited
State Bank of India
Oriental Bank of Commerce
Kotak Mahindra Bank
Corporation Bank
THE WORLD IS GRIPPED WITH PROBLEMS PLENTY.
INFLATION, POLITICAL CRISIS, LOW CONSUMER SENTIMENTS AND RISING DEBTS HAVE
PLAGUED MOST OF THE COUNTRIES IN THE GLOBE.
IN INDIA, THE STORY IS NOT THE SAME. THE COUNTRY IS STILL ONE OF THE FASTEST
GROWING IN THE WORLD AMIDST ALL THE CHALLENGES.
AT RDB, THE STORY IS SAME AS BEFORE. OUR REVENUES
HAVE GROWN, OUR PROFTIABLITY IS SUSTAINED AND
OUR PRESENCE WIDENED.
HOW?
BECAUSE OUR CUSTOMERS HAVE RESOUNDING FAITH
AND TRUST IN US. WHILE WE CONVERT THEIR DREAMS
INTO REALITY, THEY RECIPROCATE WITH THEIR EVER
INCREASING BELIEF IN US. THE MAGIC TRANSLATES INTO
ONE SIMPLE REALITY.
Growing hand in hand
RDB group, promoted by Sri Sunder Lal Dugar, started
its journey as a real estate construction Company
two decades ago, is a name synonym into
residential and commercial construction
business.
Headquartered at Kolkata, RDB Realty
and Infrastructure Limited (RDBRIL)
has today extended its presence to
New Delhi, Hyderabad, Surat,
Jaipur, Guwahati, Kharagpur,
Burdwan and Haldia. The
Company is among the
few real estate
companies to be
accredited with ISO
9001:2008 certification
along with being a
veteran member of
CREDAI (Bengal).
RDB Realty & Infrastructure Limited
02
STRONG FOUNDATION
STRONGER PRINCIPLES
Annual Report 2012-13
03
PARTNERING FOR GROWTH
The Company has chartered out its own growth journey. On one hand it has expanded by itself, while
on the other hand it has partnered with other real estate players, taking the brand across the country.
Today, the Company is into strategic partnership with the Legend Group and the Unique Group, expanding
its horizons far and wide.
` 107.52 Crores
in 2012-13
NET
REVENUE
` 17.10 Crores
in 2012-13
EBIDTA
` 8.23 Crores
in 2012-13
PROFIT
AFTER TAX
` 97.46 Crores
in 2012-13
NETWORTH
` 8.74 Crores
in 2012-13
CASH
PROFIT
2.05 Lacs
in 2012-13
TOTAL
SQ. FEET BUILT
0.47
in 2012-13
DEBT-EQUITY
RATIO
8
Presence in
number of cities
` 3.55 Crores
Promotional and
Advertising expenditure
in last five years
5.44 Lacs Sq. Feet
Total constructed
area lying as
inventory as on
31st March, 2013
04
CHAIRMANS OVERVIEW
At RDB, our reasons for growth are not one but
thousands of our customers who have been with us,
till date.
Straight talk with Sri Sunder Lal Dugar, Chairman and Managing Director
Q: It was another challenging year for
all, how would you describe RDB's
performance?
A: Indeed it was another challenging
year for the Indian economy. Even while
our country recorded the lowest GDP
growth in decade, we mitigated the
slowdown and reported a commendable
performance. Our topline grew by 20%
(` 107.52 Crores in 2012-13) over 2011-
12 on a standalone basis, while we
reported a bottomline of ` 8.23 Crores
in 2012-13. All this was more credible
since the general real estate sector
sentiment was low and was plagued due
to rising raw material cost and higher
interest rates. The government had
seriously been trying to address these
issues, whose impact would be visible
in the years down the line.
Q: What reasons would you ascribe for
your performance?
A: It is our diversified segmental presence
whi ch adds to our sustai nabl e
performance. On a consolidated basis,
we reported an increase in revenue, but
a decline in the bottom line. This is
primarily on account of our increased
expansion activities, which has been
booked into the account. On marketing
front, we continued cautiously with our
new projects in residential sector,
targeting specifically middle and low
income audience. This ensured low
inventory and increased revenue
thereby, resulting in an efficient working
capital base. Further, our expanding
presence in government projects has
also provided the shield against industry
slow down providing the stability in our
financials.
Q: What are the tangible and intangible
benefits the Company derives in
executing the government projects?
A: At RDB, we strategically focus on
government projects which allow us to
leverage our strengths. The budgets
might be limited, but intangible profit
we derive is immense. Each project with
a certain amount of criticality and strict
deadline enhances our knowledge bank.
Increasi ng exposure to more of
government projects also allows our
project management team to adapt the
principles of optimising cost and
maximising profits. This later translates
into execution of our own projects at
maximum benefit.
Q: What is the proportion of revenue
from government projects accumulated
into your topline?
A: We started with diversification into
government projects in 2007 with
construction of dwelling units at Fort
William, Kolkata. Post the successful
completion, today we stand with seven
government projects in hand across six
cities. As far accountability of revenues
is concerned, it is amortised over a
specified period of years, thus adding
proportionately to the topline until the
project is completed.
Q: How would you reflect on your
journey of gradually expanding as a pan-
India player?
A: It is true we were originally and largely
a region specific real estate player. Having
said that, we had faith in our capabilities
to expose ourselves and take the RDB
brand across the country. Our strategic
partnerships with the Legend Group in
Hyderabad and Unique Group of Jaipur
are such examples, where our execution
strength has merged perfectly to redeem
the prevailing premium realisation in the
region.
Q: Your stakeholders would like to know
about your recent amalgamation
initiative. What are your thoughts on
the same?
A: Yes, it is a very strategic step that we
have taken. Due to this Scheme of
Amalgamation, Pincha Home Builders
Private Limited have been merged with
the Company. Although this has impacted
our current EPS, but in the near future
this is going to leverage our brand with
the huge land bank of the amalgamating
Company for future projects.
Q: Which would be the key factors that
attribute to your growth?
A: At RDB, our reasons for growth is not
one but thousands of our customers who
have been with us. There are plenty of
other non-tangi bl e factors that
contribute to our growth. Our quality
of construction (using high quality raw
materials), our project location (attractive
and vi abl e for the customers),
competitive pricing (unrivaled price to
value proposition) and delivering on
schedule (meeting the deadlines), makes
us the preferred and trusted player for
our customers.
Today we are not just limited to the big
cities, but we are also extending our
presence into the suburban areas to
create a wider base among the middle
class customers who are going to boost
the demand for our real estate projects
in the near future.
Q: How do you expect RDB to perform
over the coming years?
A: Apart from increasing our land bank,
we also have some new projects which
we expect to launch in the near future.
As a part of our endeavour to encash
the growing rental segment, a portion
of our commercial properties have been
given on lease. We believe to reap these
benefits over the coming years. We
expect to further strengthen our growth
in the government projects as well, which
will add to the sustainability of revenues
and strengthen our balance sheet.
Further, our growing presence in
government sector will enhance our
goodwill, which we expect to leverage
in our own projects.
Going ahead, we expect to avoid the
challenging economic environment
through our enhanced focus on format,
segment and geography which we expect
will not just translate into attractive
shareholder value, but also take the
Company to newer heights.
Thank you.
Sunder Lal Dugar
05
06
GROWING HAND IN HAND
WITH THE YOUTH
07
Until a decade ago, average age of RDB's consumer was beyond 40
years. The Company was among the many players in the market,
looking to find its way.
A greater percentage of the population
of the country is below 25 years. With
that India's per capita income has also
risen from ` 61,560 in the year 2011-12
to ` 68,748 in the year 2012-13 (Source
: indiatimes.com). The working age has
reduced significantly with a surge in
disposable income and higher lifestyle
aspirations.
The Company launched projects keeping
in mind the target audience, thus
resulting in quicker sale.
A large proportion of our customers
today fall within the age of 25-40 years.
A change in mindset and philosophy by the
Company changed a few things.
Acres of Land Bank as on
31st March, 2013
(Consolidated)
125 +
08
GROWING HAND IN HAND
WITH MEETING ASPIRATIONS
Until few years ago, real estate sector was an unknown sector with
a minimal growth rate. Quality living and structured buildings was
a thing dreamt of.
The average increase
in realisation per
square feet
in last 5 years
1250
Urban population (285 million) constituted 27.80%
of the total population in 2001 in India. Even at this
relatively low level of urbanisation, India still has
the second largest urban population in the world.
The Census of India has estimated that by 2026,
urban population would rise to around 535 million
or 38.20% of the total population. This means an
addition of 250 million persons or near doubling of
urban population in about two decades from now
with reference to 2001 (Souce: urbanindia.nic.in).
This is going to create a huge demand for qualitative
real estate properties in India.
It launched 4 projects in last five years for the
middle-lower income group of people.
It designed and engineered the buildings keeping
the total price of homes within the reach of those
aspiring for quality living.
It became the first mover in the tier-I and tier-II
cities, while others focused on growing in metro
cities.
Its customer friendly financing schemes added more
customers of the middle-lower income group.
It added enumerable customers through referrals.
RDB took the initiative to convert the dreams into reality.
09
THE FOUNDATION
FOR GROWTH
PRESENCE : RDB is today a real estate developer with a pan-India
presence. It is currently operating in more than 8 cities with revenue
generation from all zones.
DIVERSITY : The Company is not just a residential player, but is holistic real
estate player with commercial projects also under its belt. In addition, its
rental income from some of the leased properties also forms a substantial
part of the revenue.
VISIONARY : The Company was among the very few to address the dreams
and aspirations of middle-lower income group of people by penetrating into
tier-I and tier-II cities.
FINANCIAL SOLIDITY : The Company has maintained its low-debt philosophy
on one hand and has increased its networth on the other - a complete win-
win situation.
SETTING BENCHMARKS : The Company set new standards in the industry
by being among the few players to complete projects on time and strengthen
its brand-value.
COST EFFICIENT : The efficient project management team has successfully
maintained the operational costs within the limits, despite having a pan-India
presence.
REALISATIONS : Despite addressing a specified group of customers, the
Company has been able to increase its realisations by ` 85.29 Crores over a
period of 5 years.
11
PROTECTED AGAINST
ANTI-GROWTH FACTORS
Rising competition within the sector may
result in inventory pile-up for the Company
Resolve: The Company has prudently
positioned itself among the largest section
of Indian population - the middle-lower
income group of people. Being among the
very few organised players who have focused
on this segment, it provides a unique value
proposition to its customers.
Non-availability of contract labour and
disputes usually delay project execution
Resolve: The Company has implemented an
exhaustive selection process in choosing
contractors. The pre-qualification process
and past experience of contractors play a
significant role in choosing the contractual
players. Timely payment to contractors also
increases their motivation and ensures work
is completed on time.
Rising borrowing rate and increasing cost
of raw material may affect bottomline
Resolve: The Company's skilled and expertise
project management team ensure optimum
cost efficiency with skilled engineering
capabilities. Further, its financing schemes
are positioned in a manner to suit the needs
its customers to ensure minimum pinch to
pockets.
Slow demand in real estate may affect the
offtake for the Company
Resolve: As per the Twelfth Five Year Plan
(2012-2017) approach paper, the Indian
urban housing shortage still stands at a
considerable 1.878 crores units (Source:
magicbricks.com) in 2012. This adds a huge
growth factor to the Company addressing
housing needs of urban strata of people.
12
BEYOND BUSINESS
People at the heart of all strategy
RDB views its human resources as its most valuable asset. Our objective is to be recognised
as 'people enablers'. The Company believes that the ability to deliver value to its
customers depends essentially on its ability to attract and retain skilled & trained
manpower. Our competitive advantage lies in our people, who have the spirit of
commitment to the shared purpose of creating and enduring value of stakeholders.
Core strategies :
To attract and retain the best industry talent.
To create a performance-driven and a transparent organisation with adequate reward
mechanisms.
To enhance employee morale through recreation and regular meets.
To implement a performance appraisal system and a strong internal audit.
To create a leadership pipeline through succession planning and talent management.
To visit premiere educational institutes and recruit professionals. We also aim to
hire qualitative man power through referrals from our existing people.
Initiatives :
a) Office hour starts with National Anthem being played at the official premises.
b) Actively celebrates Independence Day and Republic Day.
c) Motivational and Management programmes are held at regular intervals to boost
the morale of the employees.
d) Annual get-together.
e) Birthday celebration of employees.
At the threshold of opportunities that lies ahead, it is the strength of its strong
workforce that is taking the Company confidently forward through tangible growth.
13
We believe that an organization is a grand stage that enables people to come together
and work towards a common good. The real worth of an organization is not in the number
of zeroes it adds to the right, but the number of right causes and achievements it strives
for. While the business demands sustained profitability and cash flows, we at RDB have
endeavoured over the years, to align our business goals towards achieving community
& social services. Sri S. L. Dugar Charitable Trust, a non-profit institution managed by the
promoters, conducts various community & social services including running a school for
child education, health care initiatives and donations at various intervals to government
and private bodies.
Initiatives :
The Aryans School based at Kolkata, besides providing educational services to the
employees of the Company, also encourages and provides educational services to the
underprivileged children.
Periodic blood donation and eye check-up camp is organised by the trust.
Provided financial assistance to various organisations like Bodhana Ashram, a ray of
hope for physically and mentally challenged children at Rajarhat Kolkata.
Contribution towards social welfare activities by improving public health and sanitation
conditions.
Corporate Social Responsibility
14
RESIDENTIAL AND COMMERCIAL PROJECTS
UNDER RDB BRAND
Regent Enclave, Kaikhali, VIP Road, Kolkata Regent City, Rajarhat, Kolkata Regent Sonarpur, Sonarpur
Regent New Town Square, Rajarhat, Kolkata Regent City Shopper, Howrah Regent Centre, Uttarpara
Regent Ganga, Uttarpara Regent Pearl, Madhyamgram Regent Heritage Plaza, Kharagpur
Regent Heritage, Kharagpur Regent Crown, Burdwan Regent Purbasha, Barasat
15
Legend Bluehope, Hyderabad Legend Coconut Grove, Hyderabad Legend Harmony, Hyderabad
Legend Marigold, Hyderabad Legend Mint, Hyderabad Legend Ocarina, Hyderabad
Legend Pranav, Hyderabad
Regent Arcade, Surat Regent Knowledge Centre, Surat
Regent Square, Surat Regent Textile Market, Surat Regent Paradise, Guwahati
Value of projects
completed
` 89.50 Crores
During the year 2012-2013
Value of projects
in hand
` 90.28 Crores
As on March 31, 2013
Share of
total revenue
35%
For the year 2012-13
Projects' Name Location Work Description Amount
(` in Cr.)
All India Institute of Medical Patna Construction of a 29.55
Science (A.I.I.M.S.) Bhubaneswar Residential Complex 48.86
Delhi Construction of a Hotel 72.86
Indian Institute of Salt Lake Construction and Development 27.41
Chemical Biology (I.I.C.B.) of New Campus
Director General Married Chennai Construction of dwelling units 29.87
Accommodation Project (D.G.M.A.P.) in Chennai
Regional Institute of Medical Manipur Construction of PG Gents & 75.96
Sciences (R.I.M.S.) Ladies Hostel
Construction of a Hostel 35.57
Total 320.08
PARTNERING IN COUNTRYS GROWTH
Some of our partnering government bodies :
Ministry of Defense All India Institute of Medical Science Ministry of
Health and Family Welfare Indian Institute of Chemical Biology Regional
Institute of Medical Sciences
Total value of
government projects
completed
` 67.61 Crore
during the year 2012-13
Share of total revenue
on government projects
27%
Share of total revenue
on government projects
65%
Fort William, Kolkata
IICB, Salt Lake AIIMS, Patna AIIMS, Patna
16
Dear Shareholders,
Your Directors have pleasure in presenting the 7th Annual Report on the business and operations of the Company together with
the audited accounts for the year ended 31st March, 2013.
FINANCIAL PERFORMANCE
A summary of consolidated financial results of the Company and its subsidiaries for the year ended 31st March, 2013 is given
below :
Consolidated Financial Performance (` in Lacs)
Total Income 12,190.66 13,899.25
Less : Expenses 10,171.70 11,116.38
Profit before interest and depreciation 20,18.96 2,782.87
Less : a) Interest 591.15 896.20
b) Depreciation & Amortisation 77.58 63.13
Profit before taxation 1,350.23 1,823.53
Less : Provisions for current tax and deferred tax 374.12 455.57
Profit after Tax 976.11 1367.96
Add : Share of Profit/(Loss) in Associates (0.14) 10.60
Less: Minority Adjustment (13.34) (56.43)
Profit after Tax after minority adjustments 962.63 1,322.13
Add : Balance brought forward from last year 3,129.92 1,902.69
Balance available for appropriations 4,092.55 3,224.82
Less : Appropriations
a) Provision for proposed dividend on equity shares 172.83 108.00
b) Provision for dividend tax 28.04 17.52
Balance carried to the Balance Sheet 3,891.68 3,099.30
Particulars
17
Financial Year Financial Year
2012-13 2011-12
Directors Report
RDB Realty & Infrastructure Limited 01 Corporate Overview
17 Board and Management Reports
40 Financial Statements
93 Notice
18
Total Income 10,751.60 8,994.15
Less : Expenses 9,063.86 6,879.52
Profit before interest and depreciation 1,786.74 2,114.63
Less : a) Interest 518.31 939.99
b) Depreciation & Amortisation 50.81 38.08
Profit before Taxation 1,118.62 1,136.56
Less : Provisions for current tax and deferred tax 295.55 231.02
Profit after Tax 823.07 905.55
Add : Balance brought forward from last year 2,706.68 1,926.66
Balance available for appropriations 3,529.75 2,832.21
a) Provision for proposed dividend on equity shares 172.83 108.00
b) Provision for dividend tax 28.04 17.52
Balance carried to the Balance Sheet 3,328.88 2,706.69
Particulars
A summary of standalone financial results for year ended 31st March, 2013 is given below :
Stand-alone Financial Performance
(` in Lacs)
REVIEW OF OPERATIONS
During the year under review, the Company's Total Income has increased by 19.54% to ` 10,751.60 Lakhs as compared to
` 8,994.15 Lacs during the preceding year.
During the year under review, your Company has executed and handed over possession of Residential Projects covering an area
of around 1,64,370 square feet and Commercial Projects covering an area of around 1,523 square feet resulting in aggregate
completion of around 1,65,893 square feet.
Presently your Company along-with its subsidiaries has 13 on-going projects at various stages of planning and development on
the available land bank. This includes housing projects, integrated townships, shopping malls and commercial complexes. It is
the vision of your Company to achieve best of professionalism and to develop, build and deliver best of real estate and quality
construction.
During the period under review, your Company focused on improving productivity, reducing costs and utilized its cash flows most
effectively.
Your Company has not brought any changes in its accounting policies during the year under review.
More details about the business and operations of your Company are provided in the Management Discussion and Analysis
Report, forming part of this Annual Report.
DIVIDEND
Keeping in view the overall performance during the year, your directors are pleased to recommend a final dividend of ` 1/- per
equity share of ` 10 each (i.e. 10%) for the financial year ended 31st March, 2013, which if approved will be paid to those
members whose names appear in the Register of Members as on 31st July, 2013; with respect to the shares held in dematerialized
form, it would be paid to members whose names are furnished by the NSDL and CDSL as beneficial owners as on that date. The
total dividend outgo for the current year amounts to ` 200.87 Lacs (inclusive of dividend distribution tax).
Financial Year Financial Year
2012-13 2011-12
Directors Report
AMALGAMATION
A Scheme of Amalgamation of M/s. Pincha Home Builders Private Limited with your Company was sanctioned by the Honble
High Court at Calcutta vide order dated 27th July, 2012. The order of Honble High Court was filed with the Registrar of Companies,
West Bengal on 25th September, 2012. As a result of the said amalgamation, your Company has achieved synergy in its operations.
In terms of scheme of Amalgamation 64,83,400 no. of fully paid up equity shares of the Company has been alloted to the
shareholders of the said Pincha Home Builders Private Limited.
DIRECTORS
The strength of Board Members of the Company is seven, which includes 5 Independent Director, 1 Whole-Time Director and 1
Chairman & Managing Director.
The Board of Directors re-appointed Sri Sunder Lal Dugar as the Managing Director and Sri Pradeep Kumar Pugalia as the Whole-
Time Director of the Company for a further period of 3 years from 1st July, 2013 to 30th June, 2016, subject to the approval of
Shareholders in the ensuing Annual General Meeting.
Sri Surendra Kumar Parakh was appointed by the Board of Directors as an additional director w.e.f. 8th August, 2012. Sri Parakh
holds office up to the ensuing Annual General Meeting of the Company and being eligible offers himself for appointment as the
Director of the Company. The Company has received a notice from a member under section 257 of the Companies Act, 1956
signifying his intention to propose the candidature of Sri Surendra Kumar Parakh for the office of director of the Company liable
to retire by rotation.
In terms of Section 256 of the Companies Act, 1956 and Article 89 of Articles of Association of the Company, Sri Om Prakash
Rathi, Independent Director, retires by rotation at the ensuing Annual General Meeting, and being eligible, offers himself for
re-appointment.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A separate report on Management Discussion and Analysis as per Clause 49 of the Listing Agreement with the stock exchanges
is forming part of this Annual Report.
CORPORATE GOVERNANCE
Your Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance, as provided under
Clause 49 of the Listing Agreement with the stock exchanges, as amended from time to time are complied with.
A separate report on Corporate Governance along with the Auditors' Certificate for its due compliance is forming part of this
Annual Report.
CEO/CFO CERTIFICATION
The CEO/ CFO certificate on the financial statements of the Company as required under Clause 49 of the Listing Agreement forms
part of this Annual Report.
HUMAN RESOURCES
Your Company believes in best HR practices by providing its employees a world class working environment, giving them equal
opportunities to rise and grow. We continue to implement the best of HR policies so as to ensure that talent retention is ensured
at all levels. Employee relations continued to be cordial and harmonious at all levels and in all divisions of the Company during
the year. Presently your Company does not have any employee falling within the scope of Section 217 (2A) of the Companies
Act, 1956, read with Companies (Particulars of the Employees) Rules, 1975.
HEALTH, SAFETY AND ENVIRONMENTAL PROTECTION
Your Company has complied with all the applicable laws. The Company has been complying with relevant laws and has been
taking all necessary measures to protect the environment and maximize worker protection and safety.
Directors Report
Management Discusstion
Report on Corporate Governance
Directors Report
19
93 Notice
SUBSIDIARY COMPANIES
As on March 31, 2013, your Company has the following 11 subsidiaries:
1. Bahubali Tie-Up Private Limited
2. Baron Suppliers Private Limited
3. Bhagwati Builders & Development Private Limited
4. Bhagwati Plastoworks Private Limited
5. Headman Mercantile Private Limited
6. Kasturi Tie-Up Private Limited
7. Raj Construction Projects Private Limited
8. Rathi Essen Finance Company Private Limited
9. RDB Legend Infrastructure Private Limited
10. RDB Realty Private Limited
11. Triton Commercial Private Limited
Pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India and the Listing Agreement,
Consolidated Financial Statements, which includes the financial information of the subsidiaries, are enclosed and forms part of
this Annual Report.
In compliance with the General Circular No. 2/2011 dated February 8th 2011, issued by Ministry of Corporate Affairs, the Annual
Reports of the subsidiary companies are not attached with this Report.
Annual Accounts of the subsidiary companies and the related detailed information will be made available to the shareholders
of the Company upon receipt of written request from them and the Annual Accounts of the subsidiary companies will also be
kept open for inspection by any shareholder of the Company at the registered office of the Company and that of the subsidiary
companies concerned between 10.30 a.m. and 1.30 p.m. on any working day.
In compliance with the terms of the exemption granted by Ministry of Corporate Affairs, Government of India, a statement
showing relevant details for the year ended 31st March, 2013 of the subsidiaries have been included in the Consolidated Financial
Statements of the Company which forms part of this Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT
The Directors Responsibility Statement, setting out compliance with the accounting and financial reporting requirements specified
under Section 217(2AA) of the Companies Act, 1956, in respect of the financial statements, is furnished below and on behalf of
the Board of Directors, it is hereby confirmed:-
1. that in the preparation of the annual accounts, the applicable accounting standards have been followed;
2. that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates
that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the profit or loss of the Company for that period;
3. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance
with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities;
4. that the Directors have prepared the annual accounts on a going concern basis.
Directors Report
20
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.
PUBLIC DEPOSIT
During the year under review, the Company has neither accepted nor renewed any public deposit and has no overdue or unclaimed
public deposit, as defined under Section 58 (A) of the Companies Act, 1956, read with Companies (Acceptance of Deposit) Rules,
1975.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO
Particulars of conservation of energy, technology absorption and foreign exchange earning and outgo as required under Section
217 (1) (e) of the Companies Act,1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors)
Rules, 1988 are given in the annexure and forms part of this Report.
ACKNOWLEDGEMENTS
Your Directors would like to place on record their sincere gratitude to the shareholders, bankers, business associates, retailers,
suppliers, customers, government and other regulatory agencies for their continued support and faith in the Company. Your
Directors are also happy to place on record their appreciation for the whole-hearted co-operation, commitment and contribution
made by all the employees and look forward to their continued support.
For and on behalf of the Board
Place : Kolkata Sunder Lal Dugar
Date : 27th day of May, 2013 Chairman & Managing Director
Directors Report
Directors Report
21
93 Notice
C. FOREIGN EXCHANGE EARNING AND OUTGO
a) Total foreign exchange used and earned Nil
b) Initiatives taken to increase exports The Company does not have
any export activities
c) Development of new export markets for products and services Nil
d) Export Plans Nil
2012-13 (`) 2011-12 (`)
e) Total Foreign Exchange earned and used
i) Foreign Exchange earned Nil Nil
ii) Foreign Exchange used Nil Nil
Annexure to the Directors' Report of RDB Realty & Infrastructure Limited
DISCLOSURE OF PARTICULARS UNDER SECTION 217(1)(e) OF THE COMPANIES ACT, 1956 READ WITH THE COMPANIES
(DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988
A. CONSERVATION OF ENERGY
a) Energy Conservation Measures taken N.A.
b) Additional Investments and proposals, being implemented for reduction
of consumption of energy N.A.
c) Impact of the measures at (a) or (b) above for reduction of energy consumption
and consequent impact on the cost of production N.A.
d) Total Energy consumption and energy consumption per unit of production N.A.
B. TECHNOLOGY ABSORPTION
Research & Development (R & D) 2012-13 (`) 2011-12 (`)
a) Specific areas in which R & D carried out Nil Nil
b) Benefits derived as a result of the above R & D Nil Nil
c) Future plan of action Nil Nil
d) Expenditure on R & D
i) Capital Expenditure Nil Nil
ii) Recurring Expenditure Nil Nil
Total Nil Nil
Total R & D expenditure as a percentage of total turnover Nil Nil
Technology Absorption, Adaptation and Innovation
1. Efforts in brief, made towards technology absorption,
adaptation and innovation Nil
2. Benefits derived as a result of the above efforts Nil
3. In case of imported technology (imported during last 5 years reckoned from
the beginning of the financial year), following information may be furnished:
i) Technology imported N.A.
ii) Year of import N.A.
iii) Has technology been fully absorbed? N.A.
iv) If not fully absorbed, areas where this has not taken place, reasons
there for and future plans of action N.A.
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Directors Report
INDIAN ECONOMY
The Indian economy slowed down for a second year in a row to 5% in 2012-13 as against 6.2% in 2011-12. The industrial
sector was marked by inflation-stifled growth; high interest rates eroded corporate profitability; Euro Zone issues affected
overall business sentiment.
The year 2012 closed with a few notes of optimism as the inflation was below the Reserve Bank of India's (RBI's) projected
levels and the Index of Industrial Production (IIP) growth increased in the last two months of the calendar year, raising hopes
for 2013.
On the overall, 2012-13 was a dull year for the country's real estate sector. Office space absorption remained lower than
2011-12. Residential demand improved even as developers struggled with unsolds.
Going ahead, policies will focus towards growth in 2013-14, although inflation risks remain. Interest rates are expected to
remain volatile which is expected to rationalize home loan rates, catalyzing real estate purchases. Increasing urbanisation
and consumption despite the slowdown in GDP growth could still be the key economy drivers in 2013.
INDUSTRY OVERVIEW
The real estate sector witnessed another weak growth year challenged with problems plenty. The situation was hit by a double
blow. On one hand where rising raw material prices (of cement and steel), increasing prices of labour and rising borrowing rates
(for consumers) made things tough; on the other changing regulatory, direct & indirect taxation norms and delay in obtaining
approvals made things even tougher. It was business as usual for the companies in the sector - consolidation was the only solution.
Growing infrastructure requirements from sectors such as education, healthcare and tourism are providing numerous opportunities
in the sector. Further, India is going to produce fresh new graduates from various Indian universities, creating more demand for
of office and industrial space.
OPPORTUNITIES
The rising urban population is one of the key factors of growth for the sector. Increasing in education level and rising jobs will
drive the migration trend of urbanisation. All this creates more demand for the real estate sector. India's per capita income, a
standard for measuring the country's living standard, is estimated to have gone up 11.7% to ` 5,729 per month in 2012-13 (at
current prices) compared with ` 5,130 in the previous fiscal (Source: The Times of India, 7 February, 2013). This is translating into
a greater investment opportunities. Going ahead, availability of a range of financing options at affordable interest rates will only
propel the demand for real estate sector as a whole.
23
Management Discussion & Analysis Report
93 Notice
CHALLENGES
Despite plenty of opportunities and sector being important to growth of the country, it is plagued with challenges plenty. Some
of them highlighted as below :
l
Rising inflation
l
Non-availability of low cost of working capital
l
Delay in approvals before a project launch
l
Numerous statutory levels
l
Shortage of skilled manpower
l
Uncertainties surrounding land titles
STRENGTHS
Your Company continues to capitalize on the market opportunities by leveraging its key strengths. These includes :
1. Reputation : Enjoys higher recall and influences the buying decision of the customer. Strong customer connect further results
in higher realisations.
2. Execution : Possesses a successful track record of quality execution of projects with contemporary architecture.
3. Strong cash flows : Has built a business model that ensures continuous cash flows from its investment and development
properties ensuring a steady cash flow even during the adverse business cycles.
4. Significant leveraging opportunity : Follows prudent debt practice coupled with higher cash balance which provides a significant
leveraging opportunity for further expansions.
5. Transparency : Follows a strong culture of corporate governance and ensures transparency and high levels of business ethics.
6. Highly qualified execution team : Employs experienced, capable and highly qualified design and project management teams
who oversee and execute all aspects of project development.
INTERNAL CONTROLS
Your Company has always believed in being knowledge based organisation and has continued to keep focus on processes and
controls. The accounts team continues to streamline the process and manage risk and comprises top-notch professionals such
as Chartered Accountants, Cost Accountants, Company Secretaries and MBAs. The internal audit of the Company is conducted
by M/s. R. Kothari & Co. who directly reports to the Board / Audit Committee. The statutory audit of the Company is conducted
by M/s. S. M. Daga & Co., Chartered Accountants, who submit their reports to the Board / Audit Committee. The Company has
been found maintaining accurate records, showing full details including quantitative details.
The Company maintains quality control system, which is the result of the tradition of its founders and the priorities placed by
the management evolved to meet day-to-day needs, size and operational necessities. It harmonises a code of discipline with
systematic flexibility. The Company is accredited with the ISO 9001:2008 certificate and regular internal quality audits are being
conducted by qualified professionals to ensure compliance with international standards.
HUMAN RESOURCE
The Company understands the value of a talented workforce and keeping this in mind, it has put various talent retention policies
in place. The Company has worked towards building a more effective organizational structure across all its business verticals and
creating a leadership pipeline. Project management, marketing and execution divisions were strengthened with the inclusion of
many experienced professionals both at the senior management and middle management level. Active engagement of employees
in the business, strong employee oriented HR policies and competitive compensations have helped in enhancing the productivity
of the workforce.
Periodically, various training programs have been conducted to improve both their professional and personal lives, thereby
improving individual growth and achieving the organizational goals. As per recognised industry standards, various safety and
health measures have been initiated. The cordial industrial relations were maintained during the year under review.
Management Discussion & Analysis Report
24
Sound Corporate Governance practices are guided by culture, conscience and mindset of an organization and are based on
principles of openness, fairness, professionalism, transparency and accountability with an aim to building confidence of its
various stakeholders and paving way for its long-term success. At RDB, Corporate Governance is defined as a systematic process
by which companies are directed and controlled keeping in mind the long-term interests of all their stakeholders. Achievement
of excellence in good Corporate Governance practices require continuous efforts and focus on its resources, strengths and
strategies towards ensuring fairness and transparency in all its dealings with its stakeholders including society at large. Corporate
Governance has indeed assumed greater significance as the world has moved towards closer integration and free trade.
1. COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE
Your Company firmly believes that Corporate Governance is about commitment to values and ethical business conduct. Your
Company has a strong legacy of fair, transparent and ethical governance practices and endeavours to improve upon these aspects
on an ongoing basis and adopts innovative approaches. The Board of Directors of your Company is responsible for and committed
to sound principles of Corporate Governance in the Company. It has been enduring in its philosophy to enhance stakeholders'
value and customers' satisfaction by consistently endeavoring to follow the best Corporate Governance practices. The Board
plays a critical role in overseeing how the management serves the short and long-term interests of shareholders and other
stakeholders. This belief is reflected in our governance practices, under which we strive to maintain an effective, informed and
independent Board. The Board updates its policies and guidelines from time to time to address the changing need of the
environment in which it operates and to effectively achieve the stated objective of the Company.
2. BOARD OF DIRECTORS
In terms of the Corporate Governance policy, all statutory and other significant and material information are placed before the
Board to enable it to discharge its responsibility of strategic supervision of the Company as trustees to the shareholders. The
Board of Directors ('the Board') is entrusted with the ultimate responsibility of the management, general affairs, direction and
performance of the Company and has been vested with the requisite powers, authorities and duties.
Composition
The composition of the Board of Directors of the Company is in conformity with the Code of Corporate Governance as per Clause
49 of the Listing Agreement. The Company has an optimum combination of Executive and Non-Executive Directors. There is one
Promoter Managing Director, one Whole-Time Director and five Non - Executive Independent Directors on the Board. The Board
believes that the current size is appropriate, based on the Company's present activities.
Directors Report
25
93 Notice
*Excludes Directorships in private limited foreign companies and government companies
** Only memberships/chairmanships of the Audit Committee and Shareholders/Investors Grievance Committee in various
public limited companies considered
***Appointed w.e.f. 8th August, 2012
Notes :
1. The Directorship/Committee membership is based on the Disclosures received from the Directors as on 31st March, 2013.
2. None of the Directors hold Directorships in more than 15 companies pursuant to Section 275 read with Section 278 of the
Companies Act, 1956.
3. None of the Directors hold Membership and/or Chairmanship of any Committee exceeding 10 Companies and/or 5 Companies
respectively as per Clause 49 of the Listing Agreement.
Board Meetings
The Board meets at regular intervals to discuss and decide on Company/business policy and strategy apart from other Board
business. The Board provides and evaluates the strategic direction of the Company, management policies and their effectiveness
and ensures that the long term interests of the shareholders are being served. The Board/Committee meetings are pre-scheduled
and a tentative date of Board and Committee meetings is circulated to the Directors well in advance to facilitate them to plan
their schedules. The agenda of Board and Committee meetings, notes and explanatory statements are distributed well in advance
to the Directors to ensure meaningful participation in the meetings. Every Board Member is free to suggest items for inclusion
on the agenda. The Board meets at least once in a quarter to review the quarterly results and other agendas.
During the financial year ended 31st March, 2013, five meetings of the Board were held as follows:
Sl. No. Date of the Meeting Board Strength No. of Directors present
1 02/04/2012 6 3
2 28/05/2012 6 6
3 08/08/2012 6 6
4 10/11/2012 7 4
5 11/02/2013 7 6
Name of the Director Designation Category No. of other Membership(s)/
Directorship(s)* Chairmanship(s) of
Board Committees
of other
companies**
Sri Sunder Lal Dugar Chairman & Executive & 10
Managing Director Promoter
Sri Pradeep Kumar Pugalia Whole-Time Director Executive 01
Sri Ravi Prakash Pincha Director Non-executive 12 3 (including 2 as
& Independent Chairman)
Sri Om Prakash Rathi Director Non-executive 01
& Independent
Sri Mahendra Pratap Singh Director Non-executive 01
& Independent
Sri Abhishek Satyanarayan Rathi Director Non-executive 01
& Independent
Sri Surendra Kumar Parakh*** Additional Director Non-executive
& Independent
The following is the composition of the Board as on 31st March, 2013 :
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Directors Report
Board Support
The Company Secretary of the Company attends all the meetings of the Board and advises/assures the Board on Compliance and
Governance principles.
3. APPOINTMENT/RE-APPOINTMENT OF DIRECTORS
As required under Clause 49(IV)(G) of the Listing Agreement, the brief resume of Directors retiring by rotation and seeking
re-appointment is appended in the notice for convening the Annual General Meeting.
4. COMMITTEES OF THE BOARD
The Board Committees play a crucial role in the governance structure of the Company and have been constituted to deal with
specific areas / activities which concern the Company and need a closer review. The Board Committees are set up under the
formal approval of the Board, to carry out clearly defined roles. The Board supervises the execution of its responsibilities by the
Committees and is responsible for their action. The Minutes of the meetings of all the Committees are placed before the Board
for review.
The Board has established the following Committees:
A. Audit Committee
The Audit Committee of the Company acts as a link between the management, the statutory and internal auditors and the Board
of Directors. The Audit Committee, inter alia, provides reassurance to the Board on the existence of an effective internal control
environment that ensures:
l efficiency and effectiveness of operations;
l safeguarding of assets and adequacy of provisions for all liabilities;
l reliability of financial and other management information and adequacy of disclosures;
l compliance with all relevant statutes.
The Audit Committee is empowered, pursuant to its terms of reference, inter alia, to:
l investigate any matter within its terms of reference or in relation to the compliance with the provisions of the Companies
Act, 1956 or referred to it by the Board
l to seek information from any employees
l obtain legal or other professional advice
l to secure the attendance of outsiders with relevant experience and expertise, when considered necessary.
The role of the Audit Committee includes the following:
1. Overseeing the Company's financial reporting process and the disclosure of its financial information to ensure that the
financial statements are correct, sufficient and credible;
2. Recommending the appointment/re-appointment and if required, the replacement or removal of statutory auditors, internal
auditors and fixation of their remuneration;
3. Approval of payment to statutory auditors for any other services rendered by statutory auditors;
Attendance of Directors at Board Meetings and Annual General Meeting
Director No. of Board Meetings Attendance at last AGM
Held During Directorship Attended (08.08.2012)
Sri Sunder Lal Dugar 5 4 Yes
Sri Ravi Prakash Pincha 5 5 Yes
Sri Pradeep Kumar Pugalia 5 4 Yes
Sri Mahendra Pratap Singh 5 3 Yes
Sri Abhishek Satyanarayan Rathi 5 2 Yes
Sri Om Prakash Rathi 5 5 Yes
Sri Surendra Kumar Parakh 2 2 N.A.
27
93 Notice
4. Reviewing, with the management, the financial statements before submission to the Board, focusing primarily on :
(a) Matters required to be included in the Directors' Responsibility Statement to be included in the Board's report in terms
of Clause (2AA) of Section 217 of the Companies Act, 1956.
(b) Any changes in accounting policies and practices.
(c) Major accounting entries involving estimates based on exercise of judgment by the management.
(d) Significant adjustments arising out of audit.
(e) Compliance with stock exchanges and legal requirements concerning financial statements.
(f) Any related party transactions.
(g) Qualifications in the draft audit report.
5. Review with the management, of the quarterly financial statements before submission to the board for approval;
5A. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights
issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer
document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of
a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;
6. Review with the management, of the performance of statutory and internal auditors, adequacy of the internal control
systems;
7. Review of the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing
and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;
8. Discussion with internal auditors any significant findings and follow up there on;
9. Review of the findings of any internal investigations by the internal auditors into matters where there is suspected fraud
or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;
10. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit
discussion to ascertain any area of concern;
11. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case
of non payment of declared dividends) and creditors;
12. To review the functioning of the Whistle Blower Mechanism, in case the same is existing;
12A. Approval of appointment of CFO (i.e., the Whole-Time Finance Director or any other person heading the finance function
or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate;
13. Considering such other matters as may be required by the Board.
Composition of the Audit Committee
The Audit Committee comprises of two Non-Executive Directors & one Executive Director. The Company Secretary acts as the
Secretary to the Committee. All the members of the Committee are financially literate and the Chairman of the Committee has
accounting and financial management expertise. The constitution of the Committee meets the requirements of Section 292A
of the Companies Act, 1956 and Clause 49 of Listing Agreement.
Details of members and their attendance at the meetings :
Name Position No. of Committee Meetings
Held Attended
Sri Om Prakash Rathi Chairman 4 4
Sri Pradeep Kumar Pugalia Member 4 3
Sri Mahendra Pratap Singh * Member 2 2
Sri Surendra Kumar Parakh ** Member 2 2
* Resigned from the Committee w.e.f. 8th November, 2012
** Inducted in the Committee w.e.f. 8th November, 2012
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Directors Report
29
Remuneration Policy
RDB Realty's remuneration strategy aims at attracting and retaining high-calibre talent. The remuneration policy, therefore, is
market-led and takes into account respective job profile vis--vis the responsibility profile of individuals to attract and retain
quality talent and leverage performance significantly.
Details of Remuneration of the Directors for the financial year ended 31st March, 2013
(Amount in `)
Director Consolidated Perquisites Contribution Performance Sitting Total
Salary and other towards bonus/ Fees
Benefits Provident Commssion
and/or other
Funds
Sri Sunder Lal Dugar 7,20,000/- 22,545/- 86400/- Nil Nil 8,28,945/-
Sri Pradeep Kumar Pugalia 6,00,000/- Nil Nil Nil Nil 6,00,000/-
Details of Audit Committee Meetings and attendances:
During the financial year ended 31st March 2013, four meetings of the Audit Committee were held as follows:
Sl. No. Date of the meeting Attendance
1 28/05/2012 3
2 08/08/2012 3
3 10/11/2012 2
4 11/02/2013 3
B. Remuneration Committee
The Remuneration Committee of the Company, inter alia, recommends to the Board the compensation terms of the Executive
Directors and other senior management personnel.
Composition of the Remuneration Committee:
The Remuneration Committee comprises three members all of them being Non Executive and Independent Directors.
Details of members and their attendance at the meetings:
Held Attended
Sri Mahendra Pratap Singh Member 1 1
Sri Abhishek Satyanarayan Rathi Member 1 1
During the financial year ended 31st March 2013, one meeting of the Remuneration Committee was held as follows :
Sl. No. Date of the meeting Attendance
1 11/02/2013 2
No remuneration (including sitting fee) has been paid to the Non-Executive Directors in the financial year 2012-13. Except
Sri Ravi Prakash Pincha and Sri Om Prakash Rathi, no other Non-Executive Director holds any shares and/or convertible instruments
in the Company and also they do not have any pecuniary relationship or transaction with the Company. The Company has not
granted any stock options to its Directors.
93 Notice
C. Shareholders'/Investors' Grievance Committee
The Shareholders'/Investors' Grievance Committee of the Company oversees redressal of shareholders and investor grievances,
and approves the sub-division, transfer / transmission of shares, issue of duplicate share certificates, etc. The committee also
meets as and when required for approving share transfers. The processing activities with respect to requests received for share
transfer are normally completed within 30 working days from the date of receipt of request. The Committee met nine times
during the financial year under review.
Composition
The Shareholders'/Investors' Grievance Committee comprises three members; two of them are Non-Executive and Independent
Directors.
Held Attended
Sri Mahendra Pratap Singh Member 9 4
Sri Pradeep Kumar Pugalia Member 9 9
Ms. Satabdi Sen Gupta, Company Secretary, is the Compliance Officer of the Company. The shareholders may send their complaints
at investors@rdbindia.com.
Details of shareholders' complaints
(a) Number of shareholders' complaints received during the year : 01
(b) Number of shareholders' complaints resolved during the year : 01
(c) Number of complaints not solved to the satisfaction of shareholders : Nil
(d) Number of complaints pending : Nil
5. DETAILS OF GENERAL BODY MEETINGS
a. Details of Annual General Meetings
The date, time, venue and the special resolutions passed in the last three Annual General Meetings are as under :
Financial Meeting Date Time Venue Special Resolutions,
Year if any, passed
ended
2011-12 6th A.G.M. Wednesday 11.30 a.m. Gyan Manch, 11, Pretoria Street, Nil
08.08.2012 Kolkata - 700 071
2010-11 5th A.G.M. Monday 10.00 a.m. Bharatiya Bhasha Parishad, 1. Increase in the Limit for Inter
19.09.2011 Sitaram Seksaria Auditorium, Corporate Loans, Investments
4th Floor, 36A, Shakespeare and Guarantees u/s 372A of
Sarani, Kolkata - 700 017 the Companies Act, 1956
2009-10 4th A.G.M Wednesday 10.00 a.m. Bharatiya Bhasha Parishad, 1. Increase in the Limit for Inter
08.09.2010 Sitaram Seksaria Auditorium, Corporate Loans, Investment
4th Floor, 36A, Shakespeare and Guarantees u/s 372A of
Sarani, Kolkata - 700 017 the Companies Act, 1956
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Directors Report
31
b. Details of Extra Ordinary General meetings
The date, time, venue and the resolutions passed in the Extra Ordinary General Meetings in the preceeding three years are as
under :
Financial Meeting Date Time Venue Special Resolutions, passed
Year
ended
2011-12 Court Wednesday 05.00 p.m. Bharatiya Bhasha Parishad, 1. Approval of Scheme of
Convened 25.01.2012 Sitaram Seksaria Auditorium, Amalgamation of Pincha Home
Meeting 4th Floor, 36A, Shakespeare Builders Private Limited with
Sarani, Kolkata- 700017 RDB Realty & Infrastructure
Limited
2010-11 Extra Monday, 10.00 a.m. "Bikaner Building" 1. Increase in the Limit for making
Ordinary 21.06.2010 8/1 Lal Bazar Street Inter Corporate Loans,
General Kolkata- 700001 Investments and Guarantees
Meeting u/s 372A of the Companies Act,
1956 for amount not exceeding
` 25 crores to proposed
subsidiary, M/s. RDB Legend
Infrastructure Pvt. Ltd.
2010-11 Extra Thursday, 11.00 a.m. "Bikaner Building" 1. Increase in Authorised Share
Ordinary 06.05.2010 8/1 Lal Bazar Street Capital from ` 1 crore to
General Kolkata- 700001 ` 20 crores under section
Meeting 94(1)(a) of the Companies Act,
1956 (Ordinary Resolution)
2. Adoption of new set of Articles
of Association under section 31
of the Companies Act, 1956
2009-10 None
Postal Ballot
No special resolution was passed last year through postal ballot. No special resolution requiring a postal ballot is being proposed
at the ensuing AGM.
6. CODE OF CONDUCT
The Company is consistently endeavoring to conduct its business in accordance with the highest standards of business ethics
and complying with applicable laws, rules and regulations. The Company believes that a good corporate governance structure
would not only encourage value creation but also provide accountability and control systems commensurate with the risks
involved.
The Board of Directors have adopted the Code of Conduct for the Directors and Senior Management ("the Code"). A copy of
the Code has been put on the Company's website www.rdbindia.com.
The Code has been circulated to all the members of the Board and Senior Management and the compliance of the same has
been affirmed by them. A declaration signed by the Chairman & Managing Director is given below:
I hereby confirm that the Company has obtained from all the members of the Board and Senior Management, affirmation
that they have complied with the Code of Conduct for Directors and Senior Management in respect of financial year
2012-13.
Sunder Lal Dugar
93 Notice
7. DISCLOSURES
a) Disclosures on materially significant related party transactions
All contracts with our affiliates entered into during the said period have no potential conflict of interests of the Company
at large and are being carried out at an arm's length at fair market value.There is no materially significant related party
transactions entered i.e. any transaction of material nature, with its promoters, directors or the management or relatives
etc. that may have potential conflict with the interest of the Company at large, other than in the normal course of business.
The transactions with related parties have been disclosed in Note No. 31 in Notes to the Accounts forming part of the
accounts for the year ended 31st March, 2013.
b) Statutory Compliances
The Company is regular in complying with the requirements of the regulatory authorities on the matters relating to the
capital market and no penalties / strictures have been imposed on the Company by the Stock Exchanges or SEBI or any
statutory authority, during the last three years.
c) Adoption of Mandatory and Non Mandatory Requirements as per Clause 49 of Listing Agreement
The Company duly complied with all the mandatory requirements of Clause 49 of the Listing Agreement with the stock
exchanges.
The Company has complied with the non-mandatory requirement of Clause 49 with regard to the constitution of Remuneration
Committee.
d) Disclosure of Accounting Treatment
In preparation of Financial Statements, the Company has followed the Accounting Standards issued by The Institute of
Chartered Accountants of India. The significant Accounting Standards have been set out in the notes to Accounts of the
Standalone Audited Accounts.
e) Subsidiary Monitoring Framework
All the subsidiaries of the Company are managed by their respective Boards having rights and obligations to manage such
companies in the best interest of their stakeholders. As the Company holds the majority stake in most of its subsidiaries,
the Company notes the workings of its subsidiaries by following means:
i. Minutes of the Board Meetings of the Subsidiary Companies are placed before the Board Meeting of the Company.
ii. The Audit Committee of the Company reviews the Financial Statements, in particular the investments made by the
Subsidiary Companies.
f) Management Discussion and Analysis Report (MDA)
MDA forms part of the Directors' Report and the same is attached separately in this Annual Report.
8. MEANS OF COMMUNICATION
The Company interacts with the Shareholders through the multiple channels of communication such as publication of results,
Annual Report and the Company's website. The Company also informs the Stock Exchange in a prompt manner, all price sensitive
and all other matters which in its opinion, are material and relevant for the Shareholders.
(a) The quarterly financial results and annual audited financial results are generally published in Business Standard, The Financial
Express in English and Duranta Barta in Bengali.
(b) The quarterly financial results and annual audited financial results of the Company are sent to BSE Limited and The Calcutta
Stock Exchange Limited.
(c) The Company's financial results are also displayed in its website, www.rdbindia.com.
(d) In compliance of Clause 47(f) of the Listing Agreement, the Company has designated an e-mail id as investors@rdbindia.com
especially for its investors.
(e) The Company's website does not display any official news releases.
32
Directors Report
(f) No presentation was made to the institutional investors or to the analysts during the year under review.
(g) Annual Report containing, inter alia, Directors' Report, Auditors' Report, Audited Annual Accounts and other important
information is circulated to members and others entitled thereto.
9. COMPLIANCE CERTIFICATE OF THE AUDITORS
The statutory auditors have certified that the Company has complied with the conditions of Corporate Governance as stipulated
in Clause 49 of the Listing Agreement with the Stock Exchanges and the same is annexed.
10. RECONCILIATION OF SHARE CAPITAL
As per SEBI (Depositories & Participants) Regulation, 2003, certificate of Reconciliation of Share Capital Audit issued by a Practicing
Company Secretary, confirming that the total issued capital of the Company is in agreement with the total number of shares in
physical form and the total number of dematerialised shares held with NSDL and CDSL, is placed before the Board on a quarterly
basis and also submitted to the stock exchanges.
11. GENERAL SHAREHOLDERS INFORMATION
Details of Annual General Meeting for Financial Year 2012-13
Date : Thursday, 8th August, 2013
Venue : The Aryans School, 149 B. T. Road, Kolkata - 700 058
Time : 11.00 a.m.
Book closure date : From Thursday, 1st August, 2013 to Thursday, 8th August, 2013 (both days inclusive)
Payment of Dividend : Dividend for the Financial Year 2012-13 will be paid/dispatched between 10th August, 2013 to
6th September, 2013
Transfer of Unclaimed amounts to Investor Education and Protection Fund :
Pursuant to section 205C of the Companies Act, 1956, dividends that are unpaid/unclaimed for a period of seven years from the
date they became due for payment are required to be transferred by the Company to the Investor Education and Protection Fund
(IEPF) administered by the Central Government. For the financial year 2011-12 dividend had been declared on 08th August, 2012,
and the unclaimed/unpaid dividend of 2011-12 is due for transfer to IEPF as on 06th September, 2019.
Financial Calendar
Financial year : 1st April to 31st March
For the year ended 31st March, 2013, results were adopted on:
l 8th August, 2012 : First quarter (Un-audited)
l 10th November, 2012 : Second quarter (Un-audited)
l 11th February, 2013 : Third quarter (Un-audited)
l 27th May, 2013 : Annual (Audited)
For the year ending 31st March, 2014, the results are likely to be adopted :
l on or before 14th August, 2013 : First quarter (Un-audited)
l on or before 14th November, 2013 : Second quarter (Un-audited)
l on or before 14th February, 2014 : Third quarter (Un-audited)
l on or before 30th May, 2014 : Annual (Audited)
33
93 Notice
Listing on Stock Exchanges
The shares of the Company are listed on the following Stock Exchanges, namely
Name of the Stock Exchange Address of the Stock Exchange Stock Code
The Calcutta Stock Exchange Limited 7, Lyons Range, Kolkata - 700 001 28393
Website : www.cse-india.com
BSE Limited Phiroz Jeejabhoy Towers, Dalal Street, 533285
Mumbai - 400 001
Website : www.bseindia.com
The listing fees for the financial year 2013-14 have been paid to the above Stock Exchanges.
Depositories
Name of the Depository Address of the Depository Website
National Securities Depository Limited Trade World, Kamala Mills Compound, www.nsdl.co.in
Lower Parel, Mumbai - 400 013
Central Depository Services (India) Limited P J Towers, 17th Floor, Dalal Street, www.cdslindia.com
Fort, Mumbai - 400 001
The International Securities Identification Number (ISIN) allotted to Company's securities under the Depository system is
INE245L01010. The fees to the depositories for the financial year 2013-14 have been paid.
Market Price Data
The monthly high and low share price data at the BSE Limited for the financial year 2012-13 :
Month Share Price (High) Share Price (Low) BSE Sensex (High) BSE Sensex (Low)
(`) (`)
April-12 28.35 22.40 17,664.10 17,010.16
May-12 28.60 18.10 17,432.33 15,809.71
June-12 39.75 24.05 17,448.48 15,748.98
July-12 48.75 28.50 17,631.19 16,598.48
Aug-12 34.40 26.30 17,972.54 17,026.97
Sept-12 30.95 26.30 18,869.94 17,250.80
Oct-12 42.00 28.30 19,137.29 18,393.42
Nov-12 29.50 23.20 19,372.70 18,255.69
Dec-12 28.35 22.75 19,612.18 19,149.03
Jan-13 27.85 22.20 20,203.66 19,508.93
Feb-13 24.75 16.50 19,966.69 18,793.97
Mar-13 19.20 15.20 19,754.66 18,568.43
0.00
10.00
20.00
30.00
40.00
50.00
60.00
Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar
16,000
16,500
17,000
17,500
18,000
18,500
19,000
19,500
20,000
20,500
S
h
a
r
e

P
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i
c
e

(
H
i
g
h
)
B
S
E

P
r
i
c
e

(
H
i
g
h
)
Share Price (High) BSE Sensex (High)
34
Directors Report
35
Registrar & Share Transfer Agent
M/s Niche Technologies Private Limited
D-511, Bagree Market, 71, B.R.B. Basu Road,
5th Floor, Kolkata - 700 001
Phone No. 033-2234-3576, 2235-7270, 2235-7271
Fax No. 033-2215-6823
e-mail: nichetechpl@nichetechpl.com
Contact Person - Mr. S. Abbas (Sr. Manager - Systems)
Share Transfer System
The RTA performs all share transfer activities, which is a Category-I Registrar and Share Transfer Agent. Therefore, all correspondences
should be made to the address mentioned above. Shareholders holding shares in the electronic form should address their
correspondence to their respective depository participants.
Distribution of Shareholding
Distribution of shareholding by size as on 31st March, 2013 :
Range of Shares Number of % of Shareholders No. of Shares % of Shares
Shareholders
1 - 500 5292 86.3859 7,21,235 4.1730
501 - 1000 406 6.6275 3,40,045 1.9675
1001 - 5000 321 5.2400 7,29,011 4.2180
5001 - 10000 51 0.8325 3,67,569 2.1267
10001 - 50000 34 0.5550 6,66,182 3.8545
50001 - 100000 9 0.1469 6,39,907 3.7024
100001 and above 13 0.2122 1,38,19,451 79.9579
Total 6126 100.00 1,72,83,400 100.00
Distribution of share holding by category as on 31st March, 2013 :
Category Number of Shares % to Total
Promoters and Promoter Group 1,35,07,557 78.153
Banks, Financial institutions etc. 2,500 0.014
Foreign Institutional Investors Nil Nil
Private Corporate Bodies 9,76,834 5.652
NRIs/OCBs 17,043 0.099
Clearing Members 55,771 0.723
Indian Public 27,23,695 15.759
Total 1,72,83,400 100.00
93 Notice
List of Top Ten Shareholders as on 31st March, 2013 :
Sl. No. Name of the Shareholder No. of Shares held % of Shareholding
1 BFM Industries Limited 32,48,500 18.795
2 Khatod Investments And Finance Company Limited 29,60,625 17.130
3 Vinod Dugar 21,14,423 ** 12.234
4 Sheetal Dugar 16,39,882 9.488
5 NTC Industries Limited 12,60,000 7.290
6 Pyramid Sales Private Limited 7,16,122 4.143
7 Sunder Lal Dugar 6,87,900 * 3.980
8 Loka Properties Private Limited 3,77,100 2.182
9 Ankur Constructions Private Limited 3,75,000 2.170
10 Regent Finance Corporation Private Limited 1,25,000 0.723
* includes 67,200 shares held as Karta of Moti Lal Dugar (HUF)
** includes 46,400 shares held as Trustee of Rekha Benefit Trust
Details of shares held by Directors as on 31st March, 2013 :
Name of Director No. of Equity Shares % of Total holding
Sri Sunder Lal Dugar 6,87,900 * 3.980
Sri Ravi Prakash Pincha 5,600 0.032
Sri Om Prakash Rathi 1,700 0.010
Sri Mahendra Pratap Singh Nil Nil
Sri Abhishek Satyanarayan Rathi Nil Nil
Sri Pradeep Kumar Pugalia Nil Nil
Sri Surendra Kumar Parakh Nil Nil
Total 6,95,200 4.022
* includes 67,200 shares held as Karta of Moti Lal Dugar (HUF)
Indian Public, 16% Clearing
Members, 1%
Private Corporate
Bodies, 6%
Banks, Financial
institutions etc.,
0%
Foreign
Institutional
Investors, 0%
Promoters and
Promoter Group
Banks, Financial
institutions etc.
Foreign
Institutional
Investors
Private Corporate
Bodies
NRIs/OCBs
NRIs/OCBs, 0%
Clearing Members Indian Public
Promoters and
Promoter Group,
78%
13,507,557
16,000,000
14,000,000
12,000,000
10,000,000
8,000,000
6,000,000
4,000,000
2,000,000
2,500
976,834
17,043 55,771
2,723,695
-
36
Directors Report
Demat Status as 31st March 2013
52%
39%
9%
Share held in CDSL
Share held in NSDL
Shares held in physical form
37
Dematerialization of Shares And Liquidity
Shares held in dematerialised and physical form as on 31st March, 2013 :
Status of Dematerialisation No. of Shares % of Total Share
Share held in NSDL 90,04,230 52.10
Share held in CDSL 14,87,606 8.61
Shares held in physical form 67,91,564 39.29
Outstanding GDRs/ADRs/Warrants Or Any Convertible Instruments
The Company has not issued any ADRs /GDRs/Warrants/Stock Options or any other convertible instruments.
Plant Location
The Company does not have any Manufacturing or Processing plant.
Address for Correspondence
"Bikaner Building", 8/1, Lal Bazar Street
1st Floor, Room No. 10, Kolkata - 700 001
Website : www.rdbindia.com
93 Notice
CEO/CFO Certification
To
The Board of Directors
We, Sunder Lal Dugar, Chairman & Managing Director, appointed in terms of the Companies Act, 1956 and Anil Kumar Apat,
Chief Financial Officer, hereby certify to the Board that:
a) We have reviewed the financial statements and the cash flow statement for the year ended 31st March 2013 and that
to the best of our knowledge and belief :
i. these statements do not contain any materially untrue statement or omit any material fact or contain statements that
might be misleading;
ii. these statements together present a true and fair view of the Company's affairs and are in compliance with the existing
accounting standards, applicable laws and regulations.
b) There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year ended
31st March, 2013 which are fraudulent, illegal or violative of the Company's code of conduct.
c) We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated
the effectiveness of internal control systems of the Company pertaining to financial reporting and we have disclosed to
the auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which
we are aware and the steps we have taken or propose to take to rectify these deficiencies.
d) We have indicated to the auditors and the Audit Committee that :
i. there have been no significant changes in internal control over financial reporting during the year;
ii. there have been no significant changes in accounting policies during the period;
iii. there have been no instances of significant fraud of which we have become aware and the involvement therein, if any,
of the management or an employee having a significant role in the Company's internal control system over financial
reporting.
For RDB REALTY & INFRASTRUCTURE LIMITED
Place : Kolkata Sunder Lal Dugar Anil Kumar Apat
Date : 27th day of May, 2013 Chairman & Managing Director Chief Financial Officer
38
Directors Report
To
The Members
We have reviewed the compliance of conditions of Corporate Governance by RDB Realty & Infrastructure Limited (the
Company) for the year ended 31st March, 2013, as stipulated in revised Clause 49 of the Listing Agreement of the said Company
with the Stock Exchanges.
The Compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited
to procedures and implementation thereof, adopted by the Company for ensuring the compliance of conditions of Corporate
Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.
In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company
has complied with the conditions of Corporate Governance as stipulated in the Clause 49 of the above-mentioned Listing
Agreement.
On the basis of records maintained by the Company, we state that as on 31st March, 2013, there were no investor grievances
remaining pending for a period exceeding one month against the Company.
We further state that such compliance is neither an assurance as to the future viability of the Company, nor the efficiency
or effectiveness with which the management has conducted the affairs of the Company.
For S. M. DAGA & CO.
Firm Regd. No. 303119E
Deepak Kumar Daga
Place : Kolkata Partner
Date : 27th day of May, 2013 Membership No. 059205
39
RDB Realty & Infrastructure Limited RDB Realty & Infrastructure Limited 01 Corporate Overview
94 Notice
STANDALONE ACCOUNTS
40
Auditors Report
Balance Sheet
Statement of Profit and Loss
Cash Flow Statement
To the Members of RDB REALTY & INFRASTRUCTURE LIMITED
We have audited the accompanying financial statements of RDB REALTY & INFRASTRUCTURE LIMITED, which comprise the Balance
Sheet as at March 31, 2013, the Statement of Profit & Loss for the year ended on that date and Cash Flow Statement for the year ended
on that date, and a summary of significant accounting policies and other explanatory information.
MANAGEMENT'S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS
Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position,
financial performance of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of
the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control
relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.
AUDITOR'S RESPONSIBILITY
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free
from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The
procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the
Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in
the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the
accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
OPINION
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements read
with notes give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in
conformity with the accounting principles generally accepted in India:
a) In the case of Balance Sheet, of the state of affairs of the Company as at 31st March, 2013.
b) In the case of the Statement of Profit & Loss of the Profit for the year ended 31st March, 2013.
c) In the case of Cash Flow Statement, of the Cash Flows for the year ended on that date.
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
As required by Section 227(3) of the Act, we report that:
1. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the
purpose of our audit.
2. Proper books of account as required by law have been kept by the Company so far as appears from our examination of these books.
3. The Balance Sheet, Statement of Profit & Loss and Cash Flow Statement dealt with by this report are in agreement with the Books
of Account.
4. The Balance Sheet, Statement of Profit & Loss and Cash Flow Statement comply with the accounting standards referred to in sub-
section (3C) of section 211 of the Companies Act, 1956.
5. In our opinion and according to the explanations given to us none of the Directors are disqualified from being appointed as directors
under clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.
Independent Auditors Report
41
93 Notice
As required by the Companies (Auditors' Report) Order, 2003, issued by the Government of India in terms of sub-section (4A) of section
227 of the Companies Act, 1956 of India (the 'Act') and on the basis of such checks of the books and records as we considered appropriate
and according to the information and explanations given to us, we set out a statement on the matters specified in paragraphs 4 and 5
of the said order.
i) a) The company is maintaining proper records showing, full particulars including quantitative details and situation of Fixed
Assets.
b) In our opinion, the fixed assets have been physically verified by the management at reasonable intervals. No material
discrepancies were noticed on such verification.
c) In our opinion, a substantial part of fixed assets has not been disposed off by the company during the year.
ii) a) In our opinion, the inventory of the Company has been physically verified by the management at reasonable intervals during
the year. In respect of material lying with third parties, these have substantially been confirmed by them.
b) In our opinion, the procedures of physical verification followed by the management are reasonable and adequate in relation
to the size of the Company and the nature of its business.
c) On the basis of our examination of inventory records, in our opinion, the Company is maintaining proper records of inventory.
The discrepancies ascertained on physical verification between the physical stocks and the book records of inventories were
not material in relation to the operations of the Company.
iii) a) The company has granted loan to a party during the year to company covered in the register maintained under section 301
of the Companies Act, 1956. The maximum amount involved during the year was ` 1,81,29,663/- and the year end balance
was ` 1,70,96,241/-
b) In our opinion and according to the explanation given to us, the rate of interest and other terms and conditions are not
prima facie prejudicial to the interest of the Company.
c) The receipt of the principal amount and interest are regular.
d) The Company has taken unsecured loan from seven parties covered in the register maintained under section 301 of the
Companies Act 1956. The maximum amount involved during the year was ` 27,53,80,034/- and the year end balance was
` 63,23,190/-.
e) In our opinion and according to the explanation given to us, the rate of interest and other terms and conditions are not
prima facie prejudicial to the interest of the Company.
f) The Company has repaid the principal amount as stipulated and have been regular in the repayment of interest.
iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system
commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and
for the sale of goods and services. Further, on the basis of our examination of the books and records of the Company and according
to the information and explanations given to us, we have neither come across nor have we been informed of any continuing
failure to correct major weaknesses in the aforesaid internal control system.
v) a) In our opinion and according to information and explanations given to us, the particulars of contracts or arrangements
referred to in section 301 of the Companies Act, 1956 have been so entered.
b) In our opinion and according to information and explanations given to us, the transactions made in pursuance of contract
or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value
of Rupees Five Lacs in respect of any party during the year, have been made at prices which are reasonable having regard
to the prevailing market prices at the relevant time.
vi) The Company has not accepted any deposit from public.
vii) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.
viii) We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records)
42
Auditors Report
Balance Sheet
Cash Flow Statement
Rules, 2011 prescribed by the Central Government under Section 209(1)(d) of the Companies Act, 1956 and are of the opinion
that prima facie the prescribed cost records have been maintained. We have, however, not made a detailed examination of the
cost records with a view to determine whether they are accurate or complete.
ix) a) According to the information and explanations given to us and records of the company examined by us, in our opinion, no
undisputed amounts payable in respect of provident fund, employees state insurance, income tax, sales tax, wealth tax,
service tax, custom duty, excise duty, cess and other statutory dues were outstanding, at the year end, for a period of more
than six months from the date they became payable.
b) According to the information and explanations given to us and the record examined by us, there are no dues in respect of
sales tax, income tax, customs duty, wealth tax, excise duty and cess which have not been deposited on account of any
dispute.
x) The accumulated losses as at 31st March, 2013 are not more than fifty percent of its net worth. The company has not incurred
any cash losses in the financial year ended on that date or in the immediately preceding financial year.
xi) According to the records of the Company examined by us and the information and explanations given to us, the Company has
not defaulted in repayment of dues to any financial institution or bank or debenture holder as at the Balance Sheet date.
xii) In our opinion, the company has not granted any loans & advances on the basis of security by way of pledge of shares, debentures
and other securities.
xiii) The provisions of any special statute applicable to chit fund/nidhi/mutual benefit fund/societies are not applicable to the company.
xiv) In our opinion and according to information and explanations given to us, the Company is not dealing in or trading in shares,
securities, debentures and other investments.
xv) The Company has given guarantees for loans taken by its associate company from Banks. According to the information and
explanations given to us, we are of the opinion that the terms and conditions, on which the company has given guarantees for
such loans, are not prima facie, prejudicial to the interest of the Company.
xvi) The term loan obtained by the Company has been applied for the purpose for which they were raised.
xvii) According to the information and explanation given to us and on an overall examination of the Balance Sheet of the Company,
we report that no funds raised on short term basis have been used for long term investments by the Company.
xviii) The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained
under section 301 of the Companies Act, 1956.
xix) The Company has not issued any debentures and hence question of creating security in respect thereof does not arise.
xx) The Company has not raised any money by way of public issue during the year.
xxi) During the course of our examination of the books and records of the Company, carried out in accordance with the generally
accepted auditing practices in India and according to the information and explanations given to us, we have neither come across
any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by
the management.
11, Clive Row Deepak Kumar Daga
Kolkata - 700 001 Partner
Dated : 27th day of May, 2013 Membership No. 059205
43
I EQUITY AND LIABILITIES
1. Shareholders' Funds
a) Share Capital 1 17,28,34,000 10,80,00,000
b) Reserves & Surplus 2 80,17,97,138 97,46,31,138 58,67,59,524 69,47,59,524
2. Non Current Liabilities
a) Long Term Borrowings 3 1,89,256
b) Deferred Tax Liabilities (Net) 4 18,73,209 21,68,114
c) Other Long Term Liabilities 5 19,53,000 13,57,706
d) Long Term Provisions 6 5,40,857 45,56,322 3,84,260 39,10,080
3. Current Liabilities
a) Short Term Borrowings 7 45,92,60,269 69,17,91,827
b) Trade Payables 8 34,87,75,133 39,30,99,516
c) Other Current Liabilities 9 55,97,42,810 69,37,07,378
d) Short Term Provisions 10 5,27,72,043 1,42,05,50,255 3,67,48,665 1,81,53,47,386
Total 2,39,97,37,715 2,51,40,16,990
II ASSETS
1. Non Current assets
a) Fixed Assets 11
i) Tangible Assets 4,29,59,623 4,18,81,694
ii) Intangible Assets 1,53,250 2,54,134
4,31,12,873 4,21,35,828
b) Non Current Investments 12 28,77,09,744 27,73,16,914
c) Long Term Loans & Advances 13 20,54,04,317 53,62,26,934 17,88,38,934 49,82,91,676
2. Current Assets
a) Inventories 14 90,27,88,685 1,55,89,99,626
b) Trade Receivables 15 28,80,56,969 10,55,60,776
c) Cash and Bank Balances 16 4,63,92,705 4,87,32,381
d) Short Term Loans & Advances 17 56,55,90,764 28,02,94,614
e) Other Current Assets 18 6,06,81,658 1,86,35,10,781 2,21,37,917 2,01,57,25,314
Total 2,39,97,37,715 2,51,40,16,990
Significant accounting policies 26 to 35
and other notes to Financial Statements
Notes referred to above forms an integral part of the Financial Statements
This is the Balance Sheet referred to in our report of even date.
93 Notice
Balance Sheet as at 31st March, 2013
(Amount in `)
As at 31st March, 2013 As at 31st March, 2012 Particulars Notes No.
Deepak Kumar Daga
Partner
Membership No. 059205
Kolkata
27th day of May, 2013
Satabdi Sen Gupta
Company Secretary & Compliance Officer
Sunder Lal Dugar
Pradeep Kumar Pugalia
Whole-Time Director
44
REVENUE
Revenue From Operations 19 1,07,19,53,985 89,09,81,932
Other Income 20 32,05,934 84,32,655
1,07,51,59,919 89,94,14,587
EXPENSES
Construction Activity Expenses 21 89,49,81,990 48,03,12,453
Changes in Inventories of Finished Goods and 22 (2,14,64,121) 17,97,94,186
Work in Progress
Employee Benefits Expense 23 49,47,879 49,61,162
Finance Costs 24 5,40,52,709 10,39,98,876
Depreciation & Amortisation 11 50,81,066 38,07,506
Other Expenses 25 2,56,98,763 1,28,84,327
96,32,98,286 78,57,58,510
Profit Before Tax 11,18,61,633 11,36,56,077
Less : Provision For Tax
- Current Tax 2,98,50,000 2,35,00,000
- Tax Adjustment For Earlier Years 9,65,551
- Deferred Tax (2,94,905) (13,63,977)
2,95,55,095 2,31,01,574
Profit After Tax 8,23,06,538 9,05,54,503
Earnings Per Share (of ` per Equity Share)
- Basic 4.76 8.38
- Diluted 4.76 8.38
This is the Statement of Profit and Loss referred to in our report of even date.
Auditors Report
Balance Sheet
Cash Flow Statement
Statement of Profit and Loss for the year ended 31st March, 2013
(Amount in `)
For the year ended
31st March, 2013
For the year ended
31st March, 2012
Notes No. Particulars
Deepak Kumar Daga
Partner
Kolkata
Satabdi Sen Gupta
Sunder Lal Dugar
Whole-Time Director
45
A. CASH FLOW FROM OPERATING ACTIVITIES :
Net profit before tax as per Statement of Profit and Loss 11,18,61,633 11,36,56,077
Adjustments for
Depreciation & Amortisation 50,81,066 38,07,506
Interest Paid 4,90,83,828 9,09,81,562
(Profit) / Loss on Sale of Fixed Assets (51,163) (9,729)
Liabilities no longer payable written back (24,52,950) (78,57,118)
Bad Debts 5,36,429 98,742
(Provison for Rental Income) / Provision W/Back 8,25,235
Provison for Employee Benefits 1,95,539 1,12,938
Interest Received (3,54,21,343) 1,69,71,406 (2,06,99,534) 6,72,59,601
Operating Profit Before Working Capital Changes 12,88,33,039 18,09,15,678
(Increase) / Decrease in Inventories 65,62,10,941 17,97,94,184
(Increase) / Decrease in Trade receivables (18,43,18,216) (2,00,02,013)
(Increase) / Decrease of Short-Term Advances (4,25,96,768) (1,03,72,853)
(Increase) / Decrease of Long-Term Advances (2,65,65,383) 15,89,91,619
Increase / (Decrease) of Other Long-Term Liabilities 5,95,294 (3,09,31,894)
Increase / (Decrease) in Trade Payables (4,05,85,839) 11,80,81,810
Increase / (Decrease) of Other Current Liabilities (13,41,97,513) 22,85,42,516 (95,98,721) 38,59,62,132
Cash generated from operations 35,73,75,555 56,68,77,810
Less : Direct taxes paid/ (Refunds) including Interest (Net) 5,76,66,259 3,00,63,372
Cash Flow before Exceptional Items 29,97,09,296 53,68,14,438
Net cash Generated/(used) from operating activities 29,97,09,296 53,68,14,438
B. CASH FLOW FROM INVESTING ACTIVITIES :
Purchase of Fixed Assets (61,06,948) (82,62,309)
Sale of Fixed Assets 1,00,000 42,426
Interest Received 2,61,85,251 57,50,637
Investment with Subsidiaries and Firms (98,49,610) (22,96,04,918)
Sale of Investment with Associates / (5,43,220) 54,15,615
Capital Withdraw from Firm
Loans Refund / (Given) (23,57,41,505) (18,91,43,079)
Fixed Deposits 32,32,506 (22,27,23,526) (20,36,442) (41,78,38,070)
Net cash from investing activities (22,27,23,526) (41,78,38,070)
93 Notice
Cash Flow Statement for the year ended 31st March, 2013
(Amount in `)
For the year ended
31st March, 2013
For the year ended
31st March, 2012
Particulars
46
C. CASH FLOW FROM FINANCING ACTIVITIES :
Proceeds Issue / (Buy Back) of Share Capital & Premium 21,76,52,275
Proceeds / (Repayment) of Long Term Borrowings 1,89,256 (1,29,62,967)
Proceeds / (Repayment) of Short Term Borrowings (18,99,96,893) 2,42,04,869
Interest Paid (9,16,18,492) (12,14,16,569)
Dividend paid (1,08,00,000) (64,80,000)
Dividend Tax paid (17,52,030) (7,63,25,885) (10,51,220) (11,77,05,887)
Net cash generated/(used) in financing activities (7,63,25,885) (11,77,05,887)
Net increase/(decrease) in cash and cash equivalents (A+B+C) 6,59,885 12,70,481
Cash and cash equivalents - Opening balance 1,75,63,242 1,62,92,761
1,82,23,127 1,75,63,242
Cash and cash equivalents - Closing balance 1,82,23,127 1,75,63,242
CASH AND CASH EQUIVALENTS :
Balances with Banks 1,71,62,226 1,40,42,229
Cheques on hand 2,50,000 19,39,518
Cash on hand (As certified by the management) 8,10,901 15,81,495
1,82,23,127 1,75,63,242
This is the Cash Flow Statement referred to in our report of even date.
Balance Sheet
Cash Flow Statement
Notes to Financial Statement
Cash Flow Statement for the year ended 31st March, 2013
(Amount in `)
For the year ended
31st March, 2013
For the year ended
31st March, 2012
Particulars
Deepak Kumar Daga
Partner
Kolkata
Satabdi Sen Gupta
Sunder Lal Dugar
Whole-Time Director
47
Particulars As at 31st March, 2013 As at 31st March, 2012
Notes No. - 1
SHARE CAPITAL
a. Authorised Share Capital
Number of Equity shares
2,00,00,000 (Previous year 2,00,00,000) 20,00,00,000 20,00,00,000
20,00,00,000 20,00,00,000
b. Issued, subscribed and paid-up share capital :
Number of Equity shares fully paid up
1,72,83,400 (Previous year 1,08,00,000) 17,28,34,000 10,80,00,000
17,28,34,000 10,80,00,000
c. Par value per share
Equity shares 10 10
10 10
d. Reconciliation of number of equity shares outstanding as at the beginning and as at the end of the year
Particulars Opening Balance Closing Balance
Number of shares outstanding as at the beginning of the year 1,08,00,000 1,08,00,000
Add : Number of shares issued during the year * 64,83,400
Less : Number of shares bought back during the year
Number of shares outstanding as at the end of the year 1,72,83,400 1,08,00,000
e. The rights, preferences & restrictions attaching to shares and restrictions on distribution of dividend and repayment of capital
The Company has only one class of equity shares having par value of ` 10 per share. Each Shareholder is eligible for one vote. The
dividend proposed by the Board of Directors is subject to the approval of shareholders, except in case of interim dividend.
f. Details of shareholders holding more than 5% shares, with voting rights.
As at 31st March, 2013
1 BFM Industries Limited 32,48,500 18.80
2 Khatod Investments & Finance Company Limited 29,60,625 17.13 9,21,225 8.53
3 Vinod Dugar [As Individual = 20,68,023, 22,34,478 12.93 22,34,478 20.69
As the Guardian of Yashashwi Dugar = 1,20,055,
As Trustee of Rekha Benefits Trust = 46,400]
4 Sheetal Dugar 16,39,882 9.49 12,48,491 11.56
5 NTC Industries Limited 12,60,000 7.29 50,000 0.46
(Formerly known as RDB Industries Limited)
6 Pyramid Sales Private Limited 7,16,122 4.14 7,16,122 6.63
7 Sunder Lal Dugar [As Individual = 6,20,700, 6,87,900 3.98 6,87,900 6.37
As a Karta of Motilal Lal Dugar (HUF) = 67,200]
8 Teck Consultancy & Services Private Limited 6,45,978 5.98
No. of % holding
shares held in that class of
shares
No. of shares % holding
held in that class of
shares
Sl. Name of Equity Shareholder
No.
93 Notice
(Amount in `)
48
g) None of the Shares are reserved for issue under options or contracts.
h) Number of shares issued for consideration other than cash or bonus to shareholders or bought back from shareholders within the
period of 5 years
1,07,50,000 (i) * NA NA
64,83,400 (ii) * NA NA
*i) 1,07,50,000 Shares were issued to the Shareholders of RDB Industries Ltd. (Now known as NTC Industries Ltd.) in pursuance of
scheme of arrangement for demerger of Real Estate Division of RDB Industries Ltd. (Now known as NTC Industries Ltd.)
*ii) As per the scheme of amalgamation of Pincha Home Builders Private Limited (The Transferor Company) and RDB Realty &
Infrastructure Limited (The Transferee Company) as approved by Honourable High Court at Calcutta, company has issued 64,83,400
Nos. of Shares to the shareholders of the Pincha Home Builders Private Limited. in the ratio 1:2.2 (Refer Note
No. 33)
Notes No. - 2
RESERVES & SURPLUS
a) Securities Premium Account 27,00,00,000 27,00,00,000
b) General Reserve
Opening Balance 4,60,91,062 4,60,91,062
Add : Reserve arising out of Amalgamation 15,28,18,275 19,89,09,337 4,60,91,062
(Refer note no. 33 of notes to the Financial Statements)
c) Surplus i.e. Balance in Statement of Profit and Loss
Opening Balance 27,06,68,462 19,26,65,989
Add : Profit for the year 8,23,06,538 9,05,54,503
35,29,75,000 28,32,20,492
Proposed Equity Dividend 1,72,83,400 1,08,00,000
Dividend Distribution Tax 28,03,800 17,52,030
2,00,87,200 1,25,52,030
Surplus as at the End of the Period 33,28,87,801 27,06,68,462
80,17,97,138 58,67,59,524
Notes No. - 3
LONG TERM BORROWINGS
Secured Loans
Equipments Finance from Other 1,89,256
The Loans are Repayable in 23 Monthly Intstalments of
` 1,06,321/- & ` 85,182/- respectively, starting from
03-Jun-12 and last instalment falling due on 03-Apr-14.
(The Existing Amounts are Treated under
Other Current Liabilities)
The applicable rate of interest are 12.91%
1,89,256
Balance Sheet
Cash Flow Statement
49
(Amount in `)
Notes No. - 4
DEFERRED TAX LIABILITIES (NET)
Deferred Tax Liabilities on
Depreciation Allowance on Fixed Assets 26,78,674 26,93,400
Sub Total (A) 26,78,674 26,93,400
Deferred Tax Assets on
Provisional Rental Income 2,67,747
Amalgamation Expenses [Refer note No.33] 3,91,326 2,20,896
Provision for Gratuity 4,14,139 36,643
Sub Total (B) 8,05,465 5,25,286
Deferred Tax (Assets) / Liabilities (Net) (A-B) 18,73,209 21,68,114
Notes No. - 5
OTHER LONG TERM LIABILITIES
Sundry Deposits 19,53,000 13,57,706
19,53,000 13,57,706
Notes No. - 6
LONG TERM PROVISIONS
Provision for Employee Benefits 5,40,857 3,84,260
5,40,857 3,84,260
Notes No. - 7
SHORT TERM BORROWINGS
Repayable on Demand
From Banks : Over Draft (Secured)
Axis Banks 3,92,41,460 1,93,59,055
(Secured by corporate guarantee of subsidiary companies
and personal guarantee of managing director. Rate of
Interest being base rate + 3.50%)
From Other Than Bank (Unsecured)
a) Related Parties 6,77,49,358 40,87,94,028
b) Others 35,22,69,451 26,36,38,744
45,92,60,269 69,17,91,827
Notes No. - 8
TRADE PAYABLES
Payable to Directors 77,800
Trade Payables * 34,86,97,333 39,30,99,516
* The Company is in communication with its suppliers to
ascertain the applicability of The Micro, Small and Medium
Enterprises Development Act, 2006. As on the date of this
Balance Sheet the Company has not received any
communications from any of its suppliers regarding the
applicability of the Act to them.
34,87,75,133 39,30,99,516
93 Notice
(Amount in `)
50
Notes No. - 9
OTHER CURRENT LIABILITIES
Current Maturities of Long Term Debt (Refer Note No. 3) 21,07,672
Advances from Customers 46,12,32,856 41,97,52,069
Advances from Related Parties 19,90,00,000
Advances from Others 8,05,55,912 5,80,48,701
Retention Money 36,86,921 32,64,717
Outstanding Statutory Payment 1,17,62,225 1,35,02,250
Interest Accrued but not Due on long Term Debt 24,638
Unclaimed Dividend* 3,72,586 1,39,641
* There is no amount due and outstanding as on 31st March, 2013
to be credited to Investor Education and Protection Fund.
55,97,42,810 69,37,07,378
Notes No. - 10
SHORT TERM PROVISIONS
Income Tax 3,19,49,266 2,35,00,000
Proposed Equity Dividend* 1,72,83,400 1,08,00,000
Dividend Distribution Tax* 28,03,800 17,52,030
* The Board of Directors has recommended, subject to
approval of shareholders, of dividend of ` 1.00 per equity
share of ` 10/- each, aggregating to ` 200.87 lakhs (Previous
Year ` 1.00, agrregating ` 125.52 Lakhs) including dividend
distribution tax.
5,27,72,043 3,67,48,665
Balance Sheet
Cash Flow Statement
(Amount in `)
Notes No. - 11
FIXED ASSETS
GROSS BLOCK DEPRECIATION NET BLOCK
Description of As at Additions Deductions As at Upto For Deductions Upto As at As at
Assets 1st April During During the 31st March 31st March the year During the 31st March 31st March 31st March
2012 Year Year 2013 2012 Year 2013 2013 2012
i) Tangible Assets
Buildings 3,77,38,740 3,77,38,740 56,09,491 16,06,461 72,15,952 3,05,22,788 3,21,29,249
Plant & Machineries 55,75,718 48,65,365 2,78,694 1,01,62,389 31,38,844 11,73,994 2,29,857 40,82,981 60,79,408 24,36,874
Furniture & Fixtures 4,50,879 33,055 4,83,934 2,82,220 35,710 3,17,930 1,66,004 1,68,659
Vehicles 1,02,37,087 12,00,000 1,14,37,087 37,15,884 19,11,343 56,27,227 58,09,860 65,21,203
Computers 24,76,779 8,528 24,85,307 18,51,070 2,52,674 21,03,744 3,81,563 6,25,709
Sub Total 5,64,79,203 61,06,948 2,78,694 6,23,07,457 1,45,97,509 49,80,182 2,29,857 1,93,47,834 4,29,59,623 4,18,81,694
ii)Intangible Assets
Computer Softwares 11,33,155 11,33,155 8,79,021 1,00,884 9,79,905 1,53,250 2,54,134
Sub Total 11,33,155 11,33,155 8,79,021 1,00,884 9,79,905 1,53,250 2,54,134
Grand Total 5,76,12,358 61,06,948 2,78,694 6,34,40,612 1,54,76,530 50,81,066 2,29,857 2,03,27,739 4,31,12,873 4,21,35,828
Previous Year 4,99,69,849 82,62,309 6,18,750 5,76,13,408 1,22,56,127 38,07,506 5,86,053 1,54,77,580 4,21,35,828
51
NON CURRENT INVESTMENTS
Trade Investments (at cost)
A) Investment in Equity Instruments
(I) In Subsidiary Companies
Unquoted
Bahubali Tie-up Private Limited ` 10 10,000 1,00,000 10,000 1,00,000
Baron Suppliers Private Limited ` 10 10,000 1,00,000 10,000 1,00,000
Bhagwati Builders & ` 10 27,000 1,29,20,000 27,000 1,29,20,000
Development Private Limited
Bhagwati Plastoworks Private Limited ` 10 5,62,870 1,12,57,400 5,62,870 1,12,57,400
Headman Mercantile Private Limited ` 10 10,010 1,00,100 10,010 1,00,100
Kasturi Tie-up Private Limited ` 10 10,000 1,00,000 10,000 1,00,000
RDB Realty Private Limited * ` 10 62,23,200 6,22,57,020 55,00,000 5,50,00,000
RDB Legend Infrastructure Private Limited ` 10 30,65,100 15,30,51,000 30,65,100 15,30,51,000
Raj Construction Projects Private Limited ` 10 1,85,44,500 2,10,11,413 1,85,44,500 2,10,11,413
Rathi Essen Finance Co. Private Limited ` 10 1,29,700 19,50,370 1,29,700 19,50,370
Triton Commercial Private Limited ` 10 10,000 1,00,000 10,000 1,00,000
2,86,02,380 26,29,47,303 2,78,79,180 25,56,90,283
* Further Investment amounted ` 72,57,020/-
on Nos. of 7,23,200 Equity Share that increase
Holding Percentage at 62.23% w.e.f. 29th
September, 2012 (Previously Holding 55%)
(II) In Associates
Unquoted
Rimjhim Vanijya Private Limited ` 10 5,000 50,000 5,000 50,000
5,000 50,000 5,000 50,000
Sub Total (I + II) = A 2,86,07,380 26,29,97,303 2,78,84,180 25,57,40,283
B) Investments in Partnership Firms
Unique RDB Realty 2,41,97,508 2,16,04,918
Bindi Developers 5,14,933 2,47,12,441 (28,287) 2,15,76,631
Total (A + B) 28,77,09,744 27,73,16,914
Aggregate book cost of unquoted investments ` 28,77,09,744 27,73,16,914
Amount in (`) Amount in (`) Amount in (`) Amount in (`)
Notes No. - 12
Nos. of Equity Cost of Share
Shares Fully Paid Amount in (`)
Face
Value
@
93 Notice
52
Name of Partnership Firm 2012-13 2011-12
Bindi Developers
1 RDB Realty & Infrastructure Limited 5,14,933 75.00% (28,287) 75.00%
2 Nilesh Dayabhai Patel 5,45,177 25.00% 2,52,929 25.00%
Total 10,60,110 100.00% 2,24,642 100.00%
Unique RDB Realty
1 Mannat Infra Projects Pvt. Limited 10,000 49.00% 10,000 49.00%
2 RDB Realty & Infrastructure Limited 2,41,97,508 49.00% 2,16,04,918 49.00%
3 Vibhishek Pal Singh (10,23,251) 1.00% (10,23,251) 1.00%
4 Kaushal Dugar 10,000 1.00% 10,000 1.00%
Total 2,31,94,257 100.00% 2,06,01,667 100.00%
Udai Residency
(Ceased Partnership Firm wef 16-Jan-13)
1 Mannat Infra Projects Pvt. Limited N.A. 33.34% 32.34%
2 RDB Realty & Infrastructure Limited N.A. 0.00% 32.33%
3 Vibhishek Pal Singh N.A. 33.33% 1.00%
4 Kaushal Dugar N.A. 0.00% 1.00%
5 Pooja Bomb N.A. 33.33% 75,57,400 33.33%
Total N.A. 100.00% 75,57,400 100.00%
Total Capital Profit Sharing
(`) Ratio
(`) Ratio
Disclosures of firms in which Company is partner
Notes No. - 13
LONG TERM LOANS & ADVANCES
(Unsecured, Considered Good)
Capital Advances 10,35,64,456 8,53,33,153
Share Application Money Given to Subsidiary 4,00,00,000 4,00,00,000
Sundry Deposits 6,18,39,861 5,35,05,781
20,54,04,317 17,88,38,934
Notes No. - 14
INVENTORIES
For valuation refer note 26(G)
Work in Progress 82,51,81,876 1,41,83,06,742
Finished Goods 7,76,06,809 14,06,92,884
(As taken, valued and certified by management)
90,27,88,685 1,55,89,99,626
Balance Sheet
Cash Flow Statement
(Amount in `)
53
Notes No. - 15
TRADE RECEIVABLE
(Unsecured, considered good)
Debts outstanding for a period exceeding six months 1,95,41,531 15,59,295
Other Debts 26,85,15,438 10,40,01,481
28,80,56,969 10,55,60,776
Notes No. - 16
CASH AND BANK BALANCES
a. Cash and Cash Equivalents :
Cheques on hand 2,50,000 19,39,518
Cash on hand (As certified by the management) 8,10,901 1,82,23,127 15,81,495 1,75,63,242
b. Other Bank Balances :
Unpaid Dividend 3,72,586 1,39,641
Fixed Deposits* 2,77,96,992 2,81,69,578 3,10,29,498 3,11,69,139
(*Pledged with respective Bank
against credit facilities availed by the Company)
4,63,92,705 4,87,32,381
Notes No. - 17
SHORT TERM LOANS & ADVANCES
Loans to Related Parties 45,99,27,493 22,55,64,446
Loans to Others 1,06,14,550
Other Advances 9,50,48,721 5,47,30,168
56,55,90,764 28,02,94,614
Notes No. - 18
OTHER CURRENT ASSETS
Advance Income Tax and Tax Deducted at Source 2,66,49,123 97,30,911
Service Tax Advance 23,26,336 59,706
Sales Tax TDS Receivable 3,15,56,477 1,22,09,163
Prepaid Expenses 1,49,722 1,38,137
6,06,81,658 2,21,37,917
93 Notice
(Amount in `)
54
Particulars For the year ended For the year ended
31st March, 2013 31st March, 2012
Notes No. - 19
REVENUE FROM OPERATIONS
a) Sales and Services
Construction Activities 1,03,35,37,417 85,90,00,266
Services 6,05,682 73,55,993
Profit / (Loss) from Partnership Firms* 7,34,913 5,30,433
(*Non current, Trade Investment)
Sub Total (A) 1,03,48,78,012 86,68,86,692
b) Other Operating Income
Rental Income 16,54,630 33,95,706
Interest Received
- On Capital with Partnership Firm* 26,30,896 16,58,220
- From Related Parties 2,93,11,012 1,63,77,951
- Others 34,79,435 3,54,21,343 26,63,363 2,06,99,534
Sub Total (B) 3,70,75,973 2,40,95,240
Total (A + B) 1,07,19,53,985 89,09,81,932
Notes No. - 20
OTHER INCOME
Profit on Sale of Fixed Assets 51,163 9,729
Liabilities/ advances no longer payable written back* 24,52,950 78,57,118
Miscellaneous Income 7,01,821 5,65,808
* Net of Sundry balances written off ` 12,85,594/-
(Previous Year ` 9,91,982/-)
32,05,934 84,32,655
Notes No. - 21
CONSTRUCTION ACTIVITY EXPENSES
Direct Purchase Cost for the Project 67,60,96,136 27,56,29,454
Cost of Land and Development Charges 2,12,94,135 19,14,768
Construction and other Materials 15,18,96,658 13,19,88,711
Contract Labour Charges 2,74,17,451 4,27,25,334
Professional Charges 14,46,441 19,57,685
Other Construction Expenses 1,68,31,169 2,60,96,501
89,49,81,990 48,03,12,453
Balance Sheet
Cash Flow Statement
(Amount in `)
55
Notes No. - 22
CHANGES IN INVENTORIES OF FINISHED GOODS AND
WORK IN PROGRESS
Opening stock
Work in Progress 1,37,34,69,717 1,46,35,67,449
Less : Return Back Project Expenses 67,76,75,062 69,57,94,655 1,46,35,67,449
Finished Goods 18,55,29,909 27,52,26,363
Sub Total (A) 88,13,24,564 1,73,87,93,812
Closing stock
Work in Progress 82,51,81,876 1,41,83,06,742
Finished Goods 7,76,06,809 14,06,92,884
Sub Total (B) 90,27,88,685 1,55,89,99,626
Total (A - B) (2,14,64,121) 17,97,94,185
Notes No. - 23
EMPLOYEE BENEFITS EXPENSE
Salaries, Wages, Bonus, Exgratia etc. 43,71,580 44,83,875
Staff Welfare Expenses 3,80,760 3,64,349
Gratuity 1,95,539 1,12,938
49,47,879 49,61,162
Notes No. - 24
FINANCE COSTS
Interest Paid
Interest Paid
- To Bank 27,47,396 30,17,430
- To Related Party 1,76,35,204 5,81,12,807
- To Others 3,14,48,623 5,18,31,223 3,28,68,755 9,39,98,992
Finance Charges 22,21,486 99,99,884
5,40,52,709 10,39,98,876
93 Notice
(Amount in `)
56
Notes No. - 25
OTHER EXPENSES
A) ADMINISTRATIVE AND GENERAL EXPENSES
Legal and Professional Charges 18,70,585 7,48,842
Postage, Telegraph & Telephones 4,90,911 4,39,669
Motor Vehicle Expenses 3,70,439 2,54,787
Rates & Taxes 1,35,387 6,84,611
Rent 2,94,275 3,74,275
Travelling & Conveyance Expenses 3,72,516 6,97,683
Insurance 1,54,216 12,48,683
Auditors Remuneration :
- Statutory Audit Fee 1,12,360 1,10,300
- Tax Audit Fee 28,090 1,40,450 27,575 1,37,875
Electricity Expenses 9,78,615 6,31,102
Other Repairs 83,20,730 12,10,837
Printing & Stationary 4,62,060 4,01,011
Miscellaneous Expenses 14,02,226 15,40,229
Bad Debts 5,36,429 98,742
Sub Total (A) 1,55,28,839 84,68,346
B) SELLING AND DISTRIBUTION EXPENSES
Advertisement & Publicity Expenses 17,48,832 26,18,666
Commission to Selling Agents 72,67,736 1,30,273
Sales Promotion Expenses 11,53,356 16,67,042
Sub Total (B) 1,01,69,924 44,15,981
Total (A + B) 2,56,98,763 1,28,84,327
Balance Sheet
Cash Flow Statement
(Amount in `)
57
26. SIGNIFICANT ACCOUNTING POLICIES
93 Notice
Notes forming part of the Financial Statement
A. Financial Statements
The financial statements have been prepared to comply in all the material aspects with Accounting Standards notified, by
Central Government as under Companies (Accounting Standard) Rules, 2006 (as amended) u/s 211 (3C) of Companies Act,
1956 and the relevant provisions of the Companies Act, 1956. The financial statement has been prepared under historical
cost convention on an accrual basis in accordance with Generally Accepted Accounting Principles (GAAP). The accounting
policies have been consistently applied by the company except otherwise stated and are consistent with those used in previous
year.
All the assets and liabilities have been classified as current or non current as per the Companys normal operating cycle and
other criteria set out in Schedule VI of the Companies Act, 1956.
B. Use of Estimates
The preparation of financial statements in conformity with Indian GAAP requires management to make estimates and
assumptions that affect the balances of assets and liabilities and disclosures relating to contingent liabilities as at the Balance
Sheet date and amounts of income and expenses during the year. Examples of such estimates include contract costs expected
to be incurred to complete construction contracts, provision for doubtful debts, income taxes and future obligations under
employee retirement benefit plans. Actual results could differ from those estimates. The effects of adjustment arising from
revisions made to the estimates are included in the Statement of Profit and Loss in the year in which such revisions are made.
C. Revenue Recognition
a) Revenue from own construction projects are recognised on Percentage of completion method. Units for which agreement
for sale is executed till reporting date are considered for it. Revenue recognition starts when 20% of estimated project
cost excluding land and marketing cost is incurred and 30% of consideration is received from party. Further, units for
which Deed of Conveyance is executed or possession is given, revenue is recognised to full extent.
b) Revenue from Joint Venture Development Agreement under work sharing arrangements are recognised on the same
basis as similar to own construction projects independently executed by the company to the extent of the companys
share in joint venture.
c) Revenue from Construction Contracts are recognised on "Percentage of Completion Method" measured by reference
to the survey of works done up to the reporting date and certified by the client before finalisation of projects accounts.
d) Revenue from services are recognised on rendering of services to customers except otherwise stated.
e) Rental income from assets is recognised for an accrual basis except in case where ultimate collection is considered
doubtful.
f) Interest income is recognised on time proportion basis. Interest on delayed payment from customers is recognised when
realised.
g) Real Estate : Sales is exclusive of service tax and value added tax, if any, net of sales return.
h) Rental Income : Rental income is exclusive of service tax.
D. Fixed Assets
Fixed Assets, including those given on lease, are stated at cost less accumulated depreciation and impairment losses, if any.
Cost comprises the purchase price and any attributable cost of bringing the asset to its working condition for its intended
use.
Software is capitalised, where it is expected to provide future enduring economic benefits.
Leasehold land under perpetual lease is not amortised. Lease hold land other than on perpetual lease is being amortised
on time proportion basis over their respective lease periods.
E. Depreciation and Amortisation
Depreciation and Amortisation is provided on written down value method at the rates prescribed under Schedule-XIV of the
F. Investments
All investments are bifurcated into Non Current Investments and Current Investments. Investments that are readily realisable
and intended to be held for not more than a year from the date of Balance Sheet are classified as Current Investments. All
other investments are classified as Non Current Investments. Current Investments are carried at lower of cost or fair market
value, determined on an individual investment basis. Non Current Investments are carried at cost. Provision for Diminution
in the value of Non Current Investments is made, only if such a diminution is other than temporary.
58
Balance Sheet
Cash Flow Statement
G. Inventories
a) Finished Goods : At lower of cost or net realisable value.
b) Work-in-Progress : At lower of cost or net realisable value.
Cost comprises of cost of land and development, material cost including material lying at respective sites, construction
expenses, finance and administrative expenses which contribute to bring the inventory to their present location and
condition.
Provision for obsolescence in inventories is made, wherever required.
Work-in-Progress Real Estate projects (including land inventory): represents cost incurred in respect of unsold area of
the real estate development projects or costs incurred on projects where revenue is to be recognised.
Work-in-Progress Contractual : represents cost of work done yet to be certified / billed.
H. Cash and Cash Equivalents
Cash comprises cash on hand and demand deposits with banks. Cash equivalents are short-term balances (with an original
maturity of three months or less from the date of acquisition), highly liquid investments that are readily convertible into
known amounts of cash and which are subject to insignificant risk of changes in value.
I. Foreign Currency Transaction
Transactions denominated in foreign currencies are recorded at the exchange rate prevailing at the date of transactions or
that approximates the actual rate at the date of transactions.
Exchange differences arising on foreign exchange transactions settled during the year are recognised in the statement of
profit and loss for the period.
Transactions which remain unsettled at the reporting date and reported at rates prevailing as at reporting date and any
exchange gain / loss is recognised in Statement of Profit and Loss.
J. Employee Benefits
i) Short term employee benefits :
Short term employee benefits such as salaries, wages, bonus, expected cost of ex-gratia etc. are recognised in the period
in which the employee renders the related service.
ii) Post-employment benefits :
a) Defined Contribution Plan - Employee benefits in the form of Employees State Insurance Corporation and Provident
Fund are considered as defined contribution plan and the contributions are charged to the Statement of Profit and
Loss for the period when the contributions to the respective funds are due.
b) Defined Benefit Plan - Employee benefits in the form of Gratuity is considered as defined benefit plan and are provided
for on the basis of an independent actuarial valuation, using the projected unit credit method, as at the Balance
Sheet date as per requirements of Accounting Standard-15 (Revised 2005) on Employee Benefits.
iii) Actuarial gains/losses, if any, are immediately recognised in the Statement of Profit and Loss.
K. Borrowing Costs
Borrowing costs that are attributable to the acquisition or construction of qualifying assets are capitalised as part of the cost
of such assets. A qualifying asset is one that necessarily takes substantial period of time to get ready for intended use or sale.
Other borrowing costs are recognised as an expense in the year in which they are incurred.
L. Taxation
a) Current Tax : Current tax is determined as the amount of tax payable in respect of taxable income for the year in
accordance with the provisions of the Income Tax Act, 1961. Minimum Alternative Tax credit available under section
115JB of the Income Tax Act, 1961 will be accounted in the year in which the benefits are claimed.
b) Deferred Tax : Deferred tax is recognised subject to consideration of prudence on the basis of timing differences being
the differences between taxable income and accounting income that originate in one period and are capable of reversal
in one or more subsequent periods using the tax rates and laws that have been enacted or substantially enacted as on
the balance sheet date. Deferred tax asset is recognised and carried forward only to the extent that there is reasonable
certainty that the asset will be realised in future.
59
I Components of Employer Expense
1 Current Service Cost 1,55,900 1,46,526
2 Interest Cost 1,06,080 81,954
3 Expected Return on Plan Assets
4 Curtailment Cost/(Credit)
5 Settlement Cost/(Credit)
6 Past Service Cost
7 Actuarial Losses/(Gains) (66,441) (1,15,542)
8 Total employer expense recognised in the Statement of Profit & Loss 1,95,539 1,12,938
Gratuity expense is recognised in Gratuity under Note No - 26K
Earnings per share is computed as under :- As at 31st March, 2013 As at 31st March, 2012
Profit available for Equity Shareholders (A) (`) 8,23,06,538 9,05,54,503
Weighted average number of
Equity Shares outstanding (B) (Nos.) 1,72,83,400 1,08,00,000
Earnings per share
(Face value of ` 10/- per Equity Share)
Basic & Diluted (A/B) (`) 4.76 8.38
Particulars
Contract revenue recognised during the year 69,30,36,419 27,21,55,216
Contract Cost incurred and recognised profits 67,29,34,598 26,91,04,022
(less recognised losses) for all the contracts
Advances received 1,92,06,241 1,24,04,807
Due from customer for contract work (Including Retention) 19,73,10,700 3,83,83,911
Due to suppliers for contract work 20,37,87,896 13,01,39,998
Particulars 2012-13 2011-12
Gratuity Gratuity
28. CONSTRUCTION CONTRACTS ACCORDANCE WITH AS-7
93 Notice
M. Provisions/Contingencies
A provision is recognised for a present obligation as a result of past events if it is probable that an outflow of resources will
be required to settle the obligation and in respect of which a reliable estimate can be made. Provisions are determined based
on best estimate of the amount required to settle the obligation as at the Balance Sheet date. Liabilities which are material
and whose future outcome cannot be ascertained with reasonable certainty are treated as contingent liability and are
disclosed by way of note.
N. Impairment of Assets
An asset is treated as impaired when the carrying cost of the same exceeds its recoverable amount. Impairment is charged
to the Statement of Profit and Loss in the year in which an asset is identified as impaired. The impairment loss recognised
in prior accounting period is reversed if there has been a change in the estimate of the recoverable amount.
27. EARNINGS PER SHARE IN ACCORDANCE WITH AS-20
29. EMPLOYEE DEFINED BENEFITS
a) Defined Contribution Plans : The Company has recognised an expense of ` 1,14,262/- (Previous Year ` 1,39,071/-) towards
the defined contribution plans.
b) Defined Benefit Plans : As per actuarial valuation as on March 31, 2013 and recognised in the financial statements in respect
of Employee Benefit Schemes :
(Amount in `)
(Amount in `)
60
II Net Asset/ (Liability) recognised in Balance Sheet
1 Present Value of Defined Benefit Obligation 12,76,434 10,80,895
2 Fair Value of Plan Assets
3 Funded Status [Surplus/(Deficit)] (12,76,434) (10,80,895)
4 Unrecognised Past Service Costs
5 Net Asset/(Liability) recognised in Balance Sheet (12,76,434) (10,80,895)
III Change in Defined Benefit Obligation (DBO)
1 Present Value of DBO at the Beginning of Period (10,80,895) (10,80,895)
3 Interest Cost 1,06,080 81,954
4 Curtailment Cost/ (Credit)
5 Settlement Cost/ (Credit)
6 Plan Amendments
7 Acquisitions
8 Actuarial Losses/ (Gains) (66,441) (1,15,542)
9 Benefit Payments
10 Present Value of DBO at the End of Period 12,76,434 10,80,895
IV Change in Fair Value of Assets
1 Plan Assets at the Beginning of Period
2 Acquisition Adjustment
4 Actual Company Contributions
5 Actuarial Gain/ (Loss)
6 Benefit Payments
7 Plan Assets at the End of Period
V Actuarial Assumptions
1 Discount Rate 8.00% 8.00%
2 Expected Return on Assets N.A N.A
3 Salary Escalations 5.00% 5.00%
4 Mortality LIC (2006-08) LIC (1994-96)
5 The Estimates of future salary increases, considered in actuarial valuation
takes account of inflation, seniority, promotion and other relevant factors
such as supply and demand in employment market.
6 Discount rate is based upon the market yields available on Government
Bonds at the accounting date with a term that matches with that of
liabilities.
Balance Sheet
Cash Flow Statement
30. SEGMENT REPORTING
The Business of the company fall under a single segment i.e. Development of Real Estate & Infrastructure. In view of the general
classification notified by Central Government in exercise of power conferred u/s 211(3C) of Companies Act, 1956 for company
operating in a single segment, the disclosure requirement as per AS 17 on Segment Reporting is not applicable to the company.
The Companys business is mainly concentrated in similar geographical, political and economical conditions; hence disclosure
for Geographical segment is also not required.
Gratuity Gratuity
(Amount in `)
61
93 Notice
31. RELATED PARTY DISCLOSURES IN ACCORDANCE WITH AS - 18
(i) Enterprises where control exists
(A) Subsidiaries :
Sl. No. Name of Company Sl.No. Name of Company
1 Bahubali Tie-Up Private Limited 7 Triton Commercial Private Limited
2 Baron Suppliers Private Limited 8 Rathi Essen Finance Co. Private Limited
3 Bhagwati Builders & Development Private Limited 9 Raj Construction Projects Private Limited
4 Bhagwati Plastoworks Private Limited 10 RDB Legend Infrastructure Private Limited
5 Headman Mercantile Private Limited 11 RDB Realty Private Limited
6 Kasturi Tie-Up Private Limited
(B) Partnership Firm :
Sl. No. Name of the Firm Sl.No. Name of the Firm
1 Bindi Developers 3 Udai Residency
2 Unique RDB Realty (Ceased Partnership Firm w.e.f. 16-Jan-13)
(ii) Other related parties with whom the company had transactions :
(A) Key Management Personnel & their relatives :
Sl. No. Name Designation / Relationship
1 Sunder Lal Dugar Chairman and Managing Director
2 Pradeep Kumar Pugalia Whole-Time Director
(B) Enterprises over which Key Management Personnel/Major Shareholders/Their Relatives have Significant Influence :
Sl. No. Name of Enterprise Sl.No. Name of Enterprise
1 BFM Industries Limited 8 Ranchhod Vanijya Private Limited
2 Humraj Commodities Private Limited 9 RD Devcon Private Limited
3 Khatod Investments & Finance Company Limited 10 Regent Education & Reserch Centre
4 Loka Properties Private Limited 11 S.D.Infrastracture & Real Estate Private Limited
5 Modak Vyapar Private Limited 12 Samspa Expo Private Limited
6 NTC Industries Limited 13 Somani Estates Private Limited
7 Pyramid Sales Private Limited 14 Veekay Apartments Private Limited
62
Balance Sheet
Cash Flow Statement
Interest Income 2,82,48,147 26,30,896 10,62,865
(1,63,77,951) (16,58,220) () () ()
Share of Profit Earned 7,34,913
() (5,30,433) () () ()
Rent Paid 90,000
(90,000) () () () (2,75,000)
Rent Received 1,20,000
() () () () ()
Interest Paid 1,76,35,204
(58,19,340) () () () (5,22,93,467)
Equity Share Purchase 72,57,020
(20,80,00,000) () () () ()
Directors Remuneration 13,20,000
() () () (14,19,187) ()
Secured Loan Received
() () () () (48,44,87,397)
Secured Loan Repaid
() () () () (48,44,87,397)
Unsecured Loan Received 44,07,03,731
(2,99,31,523) () () () (1,04,91,86,491)
Unsecured Loan Repaid 78,88,50,578
(20,31,29,735) () () () (1,18,10,43,834)
Capital Introduced in Partnership Firm
() (3,52,00,650) () () ()
Refund of Capital by Partnership Firm 2,30,000
() (2,12,00,000) () () ()
Advance Received 6,10,00,000
() () () () (19,90,00,000)
Refund of Advance Received 6,10,00,000
() () () () (2,87,87,000)
Loan Given 57,49,71,506 1,81,39,663
(18,97,01,820) () () () ()
Refund of Loan Given 38,31,28,031 20,00,000
(3,50,000) () () () ()
Closing Balance
Payable 1,01,124 77,800
(16,75,000) () () () ()
Receivable 5,32,958
() () () () ()
(iii) Disclosure of transactions between the Company and related parties and the status of outstanding balances as on
31-Mar-2013 (and Previous year figures have been given in brackets)
Key Enterprises over
Management which KMP &
Nature of Transactions Subsidiaries Partnership Associates Personnel & their relatives
Firms their Relatives have significant
influence
(Amount in `)
63
93 Notice
32. In the opinion of the Board the Current Assets, Loans and Advances are not less than the stated value if realised in ordinary course
of business. The provision for all known liabilities is adequate and not in excess of the amount reasonably necessary. There is no
contingent liability except stated and informed by the Management.
33. DISCLOSURE RELATING TO AMALGAMATION AS PER AS-14
a) The scheme of amalgamation has taken place between Pincha Home Builders Private Limited (the Transferor Company) and
RDB Realty & Infrastructure Ltd (the Transferee Company) both are dealing in construction activities.
b) The Effective date of Amalgamation is 1st April, 2012.
c) Pooling of interest method of accounting has been used to reflect the amalgamation.
d) The scheme of amalgamation of Pincha Home Builders Private Limited (the Transferor Company) and RDB Realty & Infrastructure
Ltd (the Transferee Company) has been approved by the Honourable High Court at Calcutta. Hence, the effect of amalgamation
has been incorporated in the books of accounts.
e) 64,83,400 Nos. of Equity Shares issued against 29,47,000 Nos. of Equity Shares of Pincha Home Builders Private Limited in the
ratio 1:2.2.
f) Net Assets Acquired amounted ` 15,28,18,275/-
34. CONTINGENT LIABILITIES
a) On account of Guarantee ` 20,10,18,812/- (Previous Year ` 24,06,73,812/-) issued by the companys bankers to the Contractee
for projects under EPC Division.
b) ` 32,07,510/- (Previous Year ` 32,07,510/-) on account of Service Tax collected from flat owners of Regent Enclave and deposited
to the credit of central government. Flat owners filed a suit against Company, claiming refund of Service Tax.
35. The figures of Previous Year have been recast and regrouped wherever considered necessary.
Closing Balance
Advance Taken
() () () () (19,90,00,000)
Share Application Money 4,00,00,000
(4,00,00,000) () () () ()
Loan Given 44,28,31,252 1,70,96,241
(22,55,64,446) () () () ()
Unsecured Loan Taken 6,77,49,358
() () () () (40,87,94,028)
Investment 2,47,12,441 50,000
() (2,15,76,631) (50,000) () ()
Nature of Transactions Subsidiaries Partnership Associates Personnel & their relatives
influence
Deepak Kumar Daga
Partner
Kolkata
Satabdi Sen Gupta
Sunder Lal Dugar
Whole-Time Director
(Amount in `)
64
B Annual Report 2012-13
CONSOLIDATED ACCOUNTS
65
93 Notice
To the Board of Directors of RDB REALTY & INFRASTRUCTURE LIMITED
We have audited the attached consolidated financial statements of RDB REALTY & INFRASTRUCTURE LIMITED and its subsidiaries and
associates (collectively referred to as 'the Group'), which comprise the consolidated Balance Sheet as at March 31, 2013, and the
consolidated Statement of Profit & Loss for the year ended, and a summary of significant accounting policies and other explanatory
information.
MANAGEMENT'S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS
Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position,
financial performance of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of
the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control
relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.
AUDITOR'S RESPONSIBILITY
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free
from material misstatement.
We did not audit the financial statements of subsidiaries and associates whose financial statements reflect total assets of ` 4,19,15,09,722/-
as at 31st March, 2013, total turnover and profit after tax of ` 17,30,45,378/- and ` 1,60,10,984/- respectively for the year ended on
that date. These financial statements have been audited by other auditors whose reports have been furnished to us, and our opinion,
in so far as it relates to the amounts included in respect of these subsidiaries and associates is based solely on the report of the other
auditors.
We report that the consolidated financial statements have been prepared by the Company in accordance with the requirements of
Accounting Standard 21-"Consolidated financial Statements", and Accounting Standard 23 - "Accounting for Investments in Associates
in Consolidated Financial Statements" notified by the Companies (Accounting Standards) Rules, 2006 and on the basis of the separate
audited financial statements of RDB Realty & Infrastructure Limited, its subsidiaries and associates included in the consolidated financial
statements.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The
procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the
Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in
the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the
accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
OPINION
We report that
1. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the
purpose of our audit.
2. In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination
of these books.
3. The Balance Sheet and Statement of Profit & Loss are in agreement with the Books of Account.
Consolidated Independent Auditors Report
66
Auditors Report
Balance Sheet
Cash Flow Statement
Consolidated Independent Auditors Report
4. In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards
referred to in subsection (3C) of section 211 of the Companies Act, 1956.
5. In our opinion and according to the explanations given to us none of the Directors are disqualified from being appointed as directors
under clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.
6. On the basis of the information and explanations given to us and on consideration of the separate audit reports on individual
audited financial statements of RDB Realty & Infrastructure Limited, its aforesaid subsidiaries and associates in our opinion, the
consolidated financial statements give a true and fair view in conformity with the accounting principles generally accepted in India:
a) In the case of the Consolidated Balance Sheet, of the state of affairs of the Group as at 31st March, 2013.
b) In the case of the Consolidated Statement of Profit & Loss of the Profit of the Group for the year ended 31st March, 2013.
c) In the case of the Consolidated Cash Flow Statement, of the cash flows of the Group for the year ended 31st March, 2013.
11, Clive Row Deepak Kumar Daga
Kolkata - 700 001 Partner
Dated : 27th day of May, 2013 Membership No. 059205
67
I EQUITY AND LIABILITIES
1. Shareholders' Funds
a) Share Capital 1 17,28,34,000 10,80,00,000
b) Reserves & Surplus 2 1,00,47,29,980 1,17,75,63,980 77,29,20,541 88,09,20,541
2. Minority Interest
(Refer Note No. 35) 20,22,60,528 21,51,11,679
3. Non Current Liabilities
a) Long Term Borrowings 3 10,87,96,083 14,37,66,161
b) Deferred Tax Liabilities (Net) 4 17,69,797 20,98,359
c) Other Long Term Liabilities 5 21,82,60,885 17,29,27,706
d) Long Term Provisions 6 5,40,857 32,93,67,622 3,84,260 31,91,76,486
4. Current Liabilities
a) Short Term Borrowings 7 71,31,78,444 84,54,15,611
b) Trade Payables 8 50,88,68,074 52,32,31,956
c) Other Current Liabilities 9 2,64,54,33,317 2,44,74,97,604
d) Short Term Provisions 10 6,01,22,633 3,92,76,02,468 5,82,02,143 3,87,43,47,314
Total 5,63,67,94,598 5,28,95,56,020
II ASSETS
1. Non Current Assets
a) Fixed Assets 11
i) Tangible Assets 5,67,86,105 5,30,62,901
ii) Intangible Assets 1,53,835 2,55,109
5,69,39,940 5,33,18,010
b) Non Current Investments 12 2,46,23,946 2,31,02,318
c) Long Term Loans & Advances 13 63,42,52,940 71,58,16,826 56,50,99,032 64,15,19,360
2. Current Assets
a) Inventories 14 3,93,50,14,661 3,97,85,18,280
b) Trade Receivable 15 51,09,44,556 31,47,26,475
c) Cash and Bank Balances 16 6,42,85,218 5,79,39,097
d) Short Term Loans & Advances 17 34,86,21,497 26,85,91,654
e) Other Current Assets 18 6,21,11,840 4,92,09,77,772 2,82,61,154 4,64,80,36,660
Total 5,63,67,94,598 5,28,95,56,020
Significant accounting policies 26 to 39
and other notes to Financial Statements
This is the Balance Sheet referred to in our report of even date.
93 Notice
Consolidated Balance Sheet as at 31st March, 2013
(Amount in `)
As at 31st March, 2013 As at 31st March, 2012 Particulars Notes No.
Deepak Kumar Daga
Partner
Kolkata
Satabdi Sen Gupta
Sunder Lal Dugar
Whole-Time Director
68
REVENUE
Revenue From Operations 19 1,21,52,62,168 1,38,06,35,360
Other Income 20 38,04,058 92,89,437
1,21,90,66,226 1,38,99,24,797
EXPENSES
Construction Activity Expenses 21 1,59,59,66,654 1,25,40,74,646
Changes in Inventories of Finished Goods and
Work-in-Progress 22 (63,41,71,434) (18,99,44,660)
Employee Benefits Expense 23 1,45,17,184 67,23,935
Finance Costs 24 6,13,36,753 9,98,16,226
Depreciation & Amortisation 11 77,57,798 63,13,428
Other Expenses 25 3,86,23,855 3,05,85,498
Preliminary Expenses Written Off 11,974 3,002
1,08,40,42,784 1,20,75,72,075
Profit Before Tax 13,50,23,442 18,23,52,723
Less : Provision For Tax
- Current Tax 3,72,00,590 4,49,53,478
- Tax Adjustment For Earlier Years 5,40,051 19,62,736
- Deferred Tax (3,28,562) 3,74,12,079 (13,59,427) 4,55,56,787
Profit After Tax 9,76,11,363 13,67,95,936
(Before Share of Results of Associates and
Minority Interests)
Share of Profit/(Loss) in Associates (14,378) 10,60,027
Minority's Interest (13,34,440) (56,42,666)
Profit After Tax 9,62,62,545 13,22,13,297
Earnings Per Share (of ` per Equity Share)
- Basic 5.57 12.24
- Diluted 5.57 12.24
This is the Statement of Profit & Loss referred to in our report of even date.
Auditors Report
Balance Sheet
Cash Flow Statement
Consolidated Statement of Profit & Loss for the year ended 31st March, 2013
(Amount in `)
For the year ended
31st March, 2013
For the year ended
31st March, 2012
Notes No. Particulars
Deepak Kumar Daga
Partner
Kolkata
Satabdi Sen Gupta
Sunder Lal Dugar
Whole-Time Director
69
A. CASH FLOW FROM OPERATING ACTIVITIES :
Net profit before tax as per Statement of Profit and Loss 13,50,23,442 18,23,52,723
Adjustments for
Depreciation & Amortisation 77,57,798 63,13,428
Interest Paid 9,35,39,300 12,79,18,365
(Profit) / Loss on Sale of Fixed Assets (51,163) (9,729)
Liabilities no longer payable written back (24,75,822) (80,03,114)
Bad Debts 5,72,167 1,51,987
(Provison for Rental Income) / Provision W/Back 8,25,235
Preliminary Expenses Written Off 11,974 3,002
Provison for Employee Benefits 1,95,539 1,12,938
Interest Received (2,08,95,001) 7,86,54,792 (61,45,562) 12,11,66,550
Operating Profit Before Working Capital Changes 21,36,78,234 30,35,19,273
(Increase) / Decrease in Inventories 4,35,03,619 (1,29,52,28,625)
(Increase) / Decrease in Trade receivables (19,80,75,842) (17,36,15,207)
(Increase) / Decrease of Short-Term Advances (5,58,29,571) (8,90,07,925)
(Increase) / Decrease of Long-Term Advances (6,91,65,882) (8,75,73,843)
Increase / (Decrease) of Other Long-Term Liabilities 4,53,33,179 10,69,28,640
Increase / (Decrease) in Trade Payables (1,06,02,466) 13,54,15,852
Increase / (Decrease) of Other Current Liabilities 19,77,02,768 (4,71,34,195) 1,13,10,60,663 (27,20,20,445)
Cash generated from operations 16,65,44,039 3,14,98,828
Less : Direct taxes paid/ (Refunds) including Interest (Net) 7,49,32,165 5,70,72,335
Cash Flow before Exceptional Items 9,16,11,874 (2,55,73,507)
Net cash Generated/(used) from operating activities 9,16,11,874 (2,55,73,507)
B. CASH FLOW FROM INVESTING ACTIVITIES :
Purchase of fixed assets (1,14,28,565) (1,86,61,726)
Sale of fixed assets 1,00,000 4,28,65,854
Interest Received 83,71,946 47,24,118
Investment with Associates and Firms (15,36,005) (2,15,60,146)
Minority' Interest Loss / (Gain) (1,13,69,772) 4,76,85,174
Loans Refund / (Given) (1,39,90,000) (13,76,81,420)
Withdraw Fixed Deposits / (Fixed Deposits Earned) (12,49,377) (3,11,01,773) 12,31,778 (8,13,96,368)
Net cash from investing activities (3,11,01,773) (8,13,96,368)
93 Notice
Consolidated Cash Flow Statement for the year ended 31st March, 2013
(Amount in `)
For the year ended
31st March, 2013
For the year ended
31st March, 2012
Particulars
70
C. CASH FLOW FROM FINANCING ACTIVITIES :
Proceeds Issue / (Buy Back) of Share Capital & Premium 21,76,52,275
Proceeds / (Repayment) of Long Term Borrowings (3,49,70,078) 4,02,37,181
Proceeds / (Repayment) of Short Term Borrowings (11,76,30,460) 25,72,51,309
Interest Paid (10,81,46,010) (18,02,05,429)
Dividend paid (1,08,00,000) (64,80,000)
Dividend Tax paid (17,52,030) (5,56,46,303) (10,51,220) 10,97,51,841
Net cash generated/(used) in financing activities (5,56,46,303) 10,97,51,841
Net increase/(decrease) in cash and cash equivalents (A+B+C) 48,63,798 27,81,966
Cash and cash equivalents - Opening balance 2,57,09,987 2,29,28,021
3,05,73,785 2,57,09,987
Cash and cash equivalents - Closing balance 3,05,73,785 2,57,09,987
CASH AND CASH EQUIVALENTS :
Cheques on hand 2,50,000 19,39,518
Cash on hand (As certified by the management) 22,17,790 23,39,990
3,05,73,785 2,57,09,987
This is the Cash Flow Statement referred to in our report of even date.
Balance Sheet
Cash Flow Statement
Consolidated Cash Flow Statement for the year ended 31st March, 2013
(Amount in `)
For the year ended
31st March, 2013
For the year ended
31st March, 2012
Particulars
Deepak Kumar Daga
Partner
Kolkata
Satabdi Sen Gupta
Sunder Lal Dugar
Whole-Time Director
71
Notes No. - 1
SHARE CAPITAL
a. Authorised Share Capital
Number of Equity shares
2,00,00,000 (Previous year 2,00,00,000) 20,00,00,000 20,00,00,000
20,00,00,000 20,00,00,000
b. Issued, subscribed and paid-up share capital :
Number of Equity shares fully paid up
1,72,83,400 (Previous year 1,08,00,000) 17,28,34,000 10,80,00,000
17,28,34,000 10,80,00,000
c. Par value per share
Equity shares 10 10
10 10
d. Reconciliation of number of equity shares outstanding as at the beginning and as at the end of the year
Particulars Opening Balance Closing Balance
Number of shares outstanding as at the beginning of the year 1,72,83,400 1,08,00,000
Add : Number of shares issued during the year * 64,83,400
Less : Number of shares bought back during the year
Number of shares outstanding as at the end of the year 1,72,83,400 1,08,00,000
e. The rights, preferences & restrictions attaching to shares and restrictions on distribution of dividend and repayment of capital
The Company has only one class of equity shares having par value of ` 10 per share. Each Shareholder is eligible for one vote. The
dividend proposed by the Board of Directors is subject to the approval of shareholders, except in case of interim dividend.
f. Details of shareholders holding more than 5% shares, with voting rights.
1 BFM Industries Limited 32,48,500 18.80 --- ---
2 Khatod Investments & Finance Company Limited 29,60,625 17.13 9,21,225 8.53
3 Vinod Dugar
[As Individual = 2068023, As the Guardian of
Yashashwi Dugar = 120055, As Trustee of
Rekha Benefits Trust = 46,400] 22,34,478 12.93 22,34,478 20.69
4 Sheetal Dugar 16,39,882 9.49 12,48,491 11.56
5 NTC Industries Limited 12,60,000 7.29 50,000 0.46
(Formerly known as RDB Industries Limited)
6 Pyramid Sales Private Limited 7,16,122 4.14 7,16,122 6.63
7 Sunder Lal Dugar
[As Individual = 620700, As a Karta of
Motilal Lal Dugar (HUF) = 67200] 6,87,900 3.98 6,87,900 6.37
8 Teck Consultancy & Services Private Limited 6,45,978 5.98
No. of % of holding
shares held in that class of
shares
No. of shares % of holding
held in that class of
shares
Sl. Name of Equity Shareholder
No.
93 Notice
Notes to the Consolidated Financial Statement
(Amount in `)
72
h) Number of shares issued for consideration other than cash or bonus to shareholders or bought back from shareholders within the
period of 5 years
Number of Shares issued without Number of Shares issued Number of Shares
payment being received in Cash by way of Bonus Shares Bought Back
1,07,50,000 (i)* NA NA
64,83,400 (ii)* NA NA
*i) 10750000 Shares were issued to the Shareholders of RDB Industries Ltd. (Now known as NTC Industries Ltd.) in pursuance of scheme
of arrangement for demerger of Real Estate Division of RDB Industries Ltd. (Now known as NTC Industries Ltd.)
*ii) As per the scheme of amalgamation of Pincha Home Builders Private Limited (The Transferor Company) and RDB Realty &
Infrastructure Limited (The Transferee Company) as approved by Honourable High Court at Calcutta, company has issued 64,83,400
Nos. of Shares to the shareholders of the Pincha Home Builders Private Limited in the ratio 1:2.2 (Refer Note No. 33)
Notes No. - 2
RESERVES & SURPLUS
a) Capital Reserve
Opening Balance (5,76,27,308) 6,71,99,506
Add : during the year* (2,45,360) (5,78,72,668) (12,48,26,814) (5,76,27,308)
(*Refer note no. 34 of notes to the Financial Statements)
b) Securities Premium Account
Opening Balance 47,45,26,180 35,21,26,180
Add : During the Year 47,45,26,180 12,24,00,000 47,45,26,180
c) General Reserve
Opening Balance 4,60,91,062 4,60,91,062
Add : Reserve arising out of Amalgamation 15,28,18,275 19,89,09,337 4,60,91,062
(Refer note no. 33 of notes to the Financial Statements)
d) Surplus i.e. Balance in Statement of Profit and Loss
Opening Balance 31,29,91,786 19,02,69,340
Add : Profit during the year 9,62,62,545 13,22,13,297
40,92,54,331 32,24,82,637
Proposed Equity Dividend 1,72,83,400 1,08,00,000
Dividend Distribution Tax 28,03,800 17,52,030
2,00,87,200 1,25,52,030
Surplus as at the end of the period 38,91,67,131 30,99,30,607
1,00,47,29,980 77,29,20,541
Notes No. - 3
LONG TERM BORROWINGS
Secured Loans *
Project Finance 7,65,06,048 10,00,00,000
Loan Against Rental Securitisation 2,95,83,054 4,00,00,000
Equipments Finance 27,06,981 37,66,161
(The Existing Amounts are Treated under Other Current Liabilities)
10,87,96,083 14,37,66,161
Balance Sheet
Cash Flow Statement
(Amount in `)
73
* Secured Loans Payment Others 2012-2013 2011-2012
Details Remarks
Project Finance
Secured by way of charge on Current Assets
of Project and Corporate and personal
guarantee of associate concern and directors
respectively.
The Loan is Repayable from
15-Jul-12 at Monthly
Instalments of
` 44,44,444/-
The applicable
rate of interest is
base rate plus
5.75%
7,65,06,048 10,00,00,000
The Loan is Repayable in 60
monthly Instalments of
` 9,25,554/- starting from
15-Apr-12 and last instalment
falling due on
15-Mar-17.
The applicable
rate of interest is
base rate plus
3.75%
2,95,83,054 4,00,00,000
Monthly Instalments of `
1,66,695/- starting from 15-
Jul-11 and last instalment
falling due on 15-Apr-14.
The applicable
rate of interest is
11.50%
21,56,725 37,66,161
Monthly Instalments of
` 21,830/- starting from
01-Dec-12 and last instalment
falling due on 01-Oct-14
The applicable
rate of interest is
16%
3,61,000
The Loans are Repayable in 23
Monthly Instalments of
` 1,06,321/- & ` 85,182/-
respectively, starting from
03-Jun-12 and last instalment
falling due on 03-Apr-14.
The applicable
rate of interest is
12.91%
1,05,074
84,182
Loan Against Rental Securitisation
Secured by way of Assignment of Lease
Rentals and personal guarantee of Promoters.
Equipments Finance
Secured by way of hypothecation of
equipments
Notes No. - 4
DEFERRED TAX LIABILITIES (NET)
Deferred Tax Liabilities on
Depreciation Allowance on Fixed Assets 25,75,262 26,23,645
Sub Total (A) 25,75,262 26,23,645
Deferred Tax Assets on
Provisional Rental Income 2,67,747
Amalgamation Expenses (Refer Note No. 33) 3,91,326 2,20,896
Provision for Gratuity 4,14,139 36,643
Sub Total (B) 8,05,465 5,25,286
Deferred Tax (Assets) / Liabilities (Net) (A-B) 17,69,797 20,98,359
93 Notice
(Amount in `)
74
Notes No. - 5
OTHER LONG TERM LIABILITIES
Advance against properties 19,97,18,000 16,97,18,000
Sundry Deposits 1,85,42,885 32,09,706
21,82,60,885 17,29,27,706
Notes No. - 6
LONG TERM PROVISIONS
5,40,857 3,84,260
Notes No. - 7
SHORT TERM BORROWINGS
Repayable on Demand
From Banks : Over Draft (Secured)
Axis Banks
(Secured by corporate guarantee of subsidiary companies
and personal guarantee of managing director. Rate of
Interest being base rate + 3.50%) 3,92,41,460 1,93,59,055
From Other Than Bank (Unsecured)
a) Related Parties 7,55,58,274 56,18,25,112
b) Others 59,83,78,710 26,42,31,444
71,31,78,444 84,54,15,611
Notes No. - 8
TRADE PAYABLES
Payable to Directors 92,800
Trade Payables * 50,87,75,274 52,32,31,956
* The Company is in communication with its suppliers to
ascertain the applicability of The Micro, Small and Medium
Enterprises Development Act, 2006. As on the date of this
Balance Sheet the Company has not received any
communications from any of its suppliers regarding the
applicability of the Act to them.
50,88,68,074 52,32,31,956
Balance Sheet
Cash Flow Statement
(Amount in `)
75
Notes No. - 9
OTHER CURRENT LIABILITIES
Current Maturities of Long Term Debt (Refer Note No. 3) 21,07,672
Advances from Customers 2,18,36,52,573 1,02,35,63,016
Advances from Related Parties 21,17,51,000
Advances from Others 42,04,55,912 1,18,61,57,258
Retention Money 1,08,01,706 33,31,717
Outstanding Statutory Payment 2,74,19,638 2,25,54,972
Interest Accrued but not Due on long Term Debt 6,23,230
Unclaimed Dividend* 3,72,586 1,39,641
* There is no amount due and outstanding as on
31st March, 2013 to be credited to Investor Education
and Protection Fund.
2,64,54,33,317 2,44,74,97,604
Notes No. - 10
SHORT TERM PROVISIONS
Income Tax 3,92,99,856 4,49,53,478
Proposed Equity Dividend* 1,72,83,400 1,08,00,000
Dividend Distribution Tax* 28,03,800 17,52,030
* The Board of Directors has recommended, subject to
approval of shareholders, of dividend of ` 1.00 per equity
share of ` 10/- each, aggregating to ` 200.87 lakhs (Previous
Year ` 1.00, agrregating ` 125.52 Lakhs) including dividend
distribution tax.
6,01,22,633 5,82,02,143
93 Notice
(Amount in `)
76
Notes No. - 12
NON CURRENT INVESTMENTS
Trade Investments (at cost)
I) Investment in Equity Instruments
Unquoted
a) Associates
Rimjhim Vanijya Private Limited* ` 10 5,000 35,623 5,000 11,10,027
* Investment is net of post acquisition
gain ` 10,14,222/- in accordance with AS-23
b) Others
Dalton Kunj Private Limited ` 10 40,000 80,000 40,000 80,000
Manavata Vyapaar Private Limited ` 10 50,000 1,00,000 50,000 1,00,000
Persi Fashion Private Limited ` 10 90,000 1,80,000 90,000 1,80,000
Total (A + B) = I 1,85,000 3,95,623 1,85,000 14,70,027
Aggregate book cost of unquoted
investments (Amount in `) 3,95,623 14,70,027
Face
Value
@
Balance Sheet
Cash Flow Statement
Notes No. - 11
FIXED ASSETS
(Amount in `)
GROSS BLOCK DEPRECIATION NET BLOCK
Description of As at Additions Deductions As at Upto For Deductions Upto As at As at
Assets 1st April During During the 31st March 31st March the year During the 31st March 31st March 31st March
2012 Year Year 2013 2012 Year 2013 2013 2012
Tangible Assets
Lands 4,75,086 4,75,086 4,75,086 4,75,086
Buildings 3,77,38,740 3,77,38,740 56,09,491 16,06,461 72,15,952 3,05,22,788 3,21,29,248
Plant & Machineries 75,00,514 81,02,005 2,78,694 1,53,23,825 37,86,200 17,83,527 2,29,857 53,39,870 99,83,955 37,14,314
Furniture & Fixtures 23,82,776 5,47,667 29,30,443 12,62,983 3,86,744 16,49,727 12,80,716 11,19,793
Vehicles 1,98,52,486 20,58,205 2,19,10,691 50,92,579 33,38,285 84,30,864 1,34,79,827 1,47,59,907
Computers 31,67,915 7,20,688 38,88,603 23,03,363 5,41,507 28,44,870 10,43,733 8,64,552
Sub Total 7,11,17,517 1,14,28,565 2,78,694 8,22,67,388 1,80,54,616 76,56,524 2,29,857 2,54,81,283 5,67,86,105 5,30,62,900
Intangible Assets
Computer Softwares 11,49,655 11,49,655 8,94,546 1,01,274 9,95,820 1,53,835 2,55,109
Sub Total 11,49,655 11,49,655 8,94,546 1,01,274 9,95,820 1,53,835 2,55,109
Grand Total 7,22,67,172 1,14,28,565 2,78,694 8,34,17,043 1,89,49,162 77,57,798 2,29,857 2,64,77,103 5,69,39,940 5,33,18,009
Previous Year 10,32,57,440 1,86,61,726 4,96,50,944 7,22,68,222 1,94,31,603 63,13,428 67,94,819 1,89,50,212 5,33,18,010
77
Notes No. - 12
(II) Investments in the Capital of Partnership Firms
Unique RDB Realty 2,41,97,508 2,16,04,918
Udai Residency 2,41,97,508 2,16,04,918
(III)In Others
National Savings Certificate 30,815 27,373
Total (I + II + III) 2,46,23,946 2,31,02,318
Disclosures of firms in which company is Partner
Name of Partnership Firm 2012-2013 2011-2012
Unique RDB Realty
1 Mannat Infra Projects Pvt. Limited 10,000 49.00% 10,000 49.00%
2 RDB Realty & Infrastructure Limited 2,41,97,508 49.00% 2,16,04,918 49.00%
3 Vibhishek Pal Singh (10,23,251) 1.00% (10,23,251) 1.00%
4 Kaushal Dugar 10,000 1.00% 10,000 1.00%
Total 2,31,94,257 100.00% 2,06,01,667 100.00%
Udai Residency
(Ceased Partnership Firm w.e.f. 16-Jan-13)
1 Mannat Infra Projects Pvt. Limited N.A. 33.34% 32.34%
2 RDB Realty & Infrastructure Limited N.A. 0.00% 32.33%
3 Vibhishek Pal Singh N.A. 33.33% 1.00%
4 Kaushal Dugar N.A. 0.00% 1.00%
5 Pooja Bomb N.A. 33.33% 75,57,400 33.33%
Total N.A. 100.00% 75,57,400 100.00%
` Ratio
` Ratio
Notes No. - 13
LONG TERM LOANS & ADVANCES
(Unsecured, Considered Good)
Capital Advances 12,05,95,911 10,08,43,153
Sundry Deposits 51,36,16,587 46,42,43,905
Preliminary Expenses 40,442 11,974
63,42,52,940 56,50,99,032
Notes No. - 14
INVENTORIES
For valuation refer note 26(G)
Work-in-Progress 3,78,50,38,198 3,83,78,25,396
Finished Goods 14,99,76,463 14,06,92,884
(As taken, valued and certified by management)
3,93,50,14,661 3,97,85,18,280
93 Notice
(Amount in `)
78
Notes No. - 15
TRADE RECEIVABLE
Debts outstanding for a period exceeding six months 2,20,89,768 35,91,925
Other Debts 48,88,54,788 31,11,34,550
51,09,44,556 31,47,26,475
Notes No. - 16
CASH AND BANK BALANCES
a. Cash and Cash Equivalents :
Cheques on hand 2,50,000 19,39,518
Cash on hand (As certified by the management) 22,17,790 3,05,73,786 23,39,990 2,57,09,987
b. Other Bank Balances :
Unpaid Dividend 3,72,586 1,39,641
Fixed Deposit Account 3,33,38,846 3,37,11,432 3,20,89,469 3,22,29,110
(Pledged with respective Bank against credit
facilities availed by the Company)
6,42,85,218 5,79,39,097
Notes No. - 17
SHORT TERM LOANS & ADVANCES
Loans to Related Parties 15,48,07,042 13,86,54,999
Loans to Others 1,10,65,055 7,04,043
Other Advances 18,27,49,400 12,92,32,612
34,86,21,497 26,85,91,654
Notes No. - 18
OTHER CURRENT ASSETS
Advance Income Tax and Tax Deducted at Source 2,79,78,310 1,57,87,720
Service Tax Advance 23,71,897 97,670
Sales Tax TDS Receivable 3,15,56,477 1,22,09,163
Prepaid Expenses 2,05,156 1,66,601
6,21,11,840 2,82,61,154
Balance Sheet
Cash Flow Statement
(Amount in `)
79
Notes No. - 19
REVENUE FROM OPERATIONS
a) Sales & Services
Construction Activities 1,17,34,61,917 1,32,84,43,233
Sale of Land 7,43,475 35,20,000
Services 10,69,990 1,31,76,606
Sub Total (A) 1,17,52,75,382 1,34,51,39,839
b) Other Operating Income
Rental Income 1,90,91,785 2,93,49,959
Interest Received
- On Capital with Partnership Firm* 25,92,590 16,04,918
- From Related Parties 1,42,00,677 16,84,999
- Others 41,01,734 2,08,95,001 28,55,645 61,45,562
Sub Total (B) 3,99,86,786 3,54,95,521
Total (A + B) 1,21,52,62,168 1,38,06,35,360
Notes No. - 20
OTHER INCOME
Profit on Sale of Fixed Assets 51,163 9,729
Liabilities/ advances no longer payable written back* 24,75,822 80,03,114
Miscellaneous Income 12,77,073 12,76,594
* Net of Sundry balances written off ` 12,85,594/-
(Previous Year ` 9,91,982/-)
38,04,058 92,89,437
Notes No. - 21
CONSTRUCTION ACTIVITY EXPENSES
Direct Purchase Cost for the Project 67,60,96,136 27,56,29,454
Cost of Land and Development Charges 5,88,37,121 5,19,14,767
Construction and Other Materials 52,41,94,018 64,15,64,488
Contract Labour Charges 18,85,20,546 14,55,10,842
Interest on Project Loan* 3,44,24,033 3,82,98,192
Professional Charges 79,83,055 1,51,35,817
Other Construction Expenses 10,59,11,745 8,60,21,086
* Interest paid on loans taken for real estate projects has
been included in the value of inventory in accordance
with AS-16 - "Borrowing Costs".
1,59,59,66,654 1,25,40,74,646
93 Notice
(Amount in `)
80
Notes No. - 22
CHANGES IN INVENTORIES OF FINISHED GOODS AND
WORK IN PROGRESS
Opening stock
Work-in-Progress 3,69,96,07,626 3,51,33,47,257
Less : Return Back Project Expenses 67,76,75,062 3,02,19,32,564 3,51,33,47,257
Finished Goods 27,89,10,663 27,52,26,363
Sub Total (A) 3,30,08,43,227 3,78,85,73,620
Closing stock
Work-in-Progress 3,78,50,38,198 3,83,78,25,396
Finished Goods 14,99,76,463 14,06,92,884
Sub Total (B) 3,93,50,14,661 3,97,85,18,280
Total (A - B) (63,41,71,434) (18,99,44,660)
Notes No. - 23
EMPLOYEE BENEFITS EXPENSE
Salaries, Wages, Bonus, Exgratia etc. 1,39,40,885 62,46,648
Staff Welfare Expenses 3,80,760 3,64,349
Gratuity 1,95,539 1,12,938
1,45,17,184 67,23,935
Notes No. - 24
FINANCE COSTS
Interest Paid
To Bank 79,90,205 30,17,430
To Related Party 1,96,10,301 5,36,52,268
To Others 3,15,14,761 5,91,15,267 3,29,50,475 8,96,20,173
Finance Charges 22,21,486 1,01,96,053
6,13,36,753 9,98,16,226
Balance Sheet
Cash Flow Statement
(Amount in `)
81
Notes No. - 25
OTHER EXPENSES
A) ADMINISTRATIVE AND GENERAL EXPENSES
Legal and Professional Charges 19,22,865 16,09,677
Postage, Telegraph & Telephones 6,57,817 6,24,999
Motor Vehicle Expenses 4,09,076 4,09,044
Rates & Taxes 33,10,726 18,74,459
Rent 2,96,243 3,75,751
Travelling & Conveyance Expenses 4,66,470 7,27,429
Insurance 2,57,963 13,42,478
Auditors Remuneration :
- Statutory Audit Fee 3,40,332 3,34,607
- Tax Audit Fee 35,590 3,75,922 74,075 4,08,682
Electricity Expenses 9,90,615 6,43,102
Other Repairs 1,00,70,103 31,19,628
Printing & Stationary 4,94,807 5,59,029
Donation 1,50,361 23,50,000
Miscellaneous Expenses 19,25,134 29,93,149
Bad Debts/Advance Writen Off 5,72,167 1,51,987
Sub Total (A) 2,19,00,269 1,71,89,414
B) SELLING AND DISTRIBUTION EXPENSES
Advertisement & Publicity Expenses 78,91,274 90,57,215
Commission to Selling Agents 75,29,254 20,70,819
Sales Promotion Expenses 13,03,058 22,68,050
Sub Total (B) 1,67,23,586 1,33,96,084
Total (A + B) 3,86,23,855 3,05,85,498
93 Notice
(Amount in `)
82
1 Bahubali Tie-Up Private Limited India 100.00 100.00
2 Baron Suppliers Private Limited India 100.00 100.00
3 Bhagwati Builders & Development Private Limited India 100.00 100.00
4 Bhagwati Plastoworks Private Limited India 51.00 51.00
5 Headman Mercantile Private Limited India 100.00 100.00
6 Kasturi Tie-Up Private Limited India 100.00 100.00
7 Triton Commercial Private Limited India 100.00 100.00
8 Rathi Essen Finance Co. Private Limited India 100.00 100.00
9 Raj Construction Projects Private Limited India 100.00 100.00
10 RDB Legend Infrastructure Private Limited India 51.00 51.00
11 RDB Realty Private Limited
(Further Investment amounted
` 72,57,020/- w.e.f. 29th September, 2012) India 62.23 55.00
12 Bindi Developers
(A Partnership Firm) India 75.00 75.00
SI.
No.
Name
Country of
Incroporation
Percentage of
ownership interest
as at 31st March, 2013
Percentage of
ownership interest
Balance Sheet
Cash Flow Statement
26. SIGNIFICANT ACCOUNTING POLICIES
I) PRINCIPLES OF CONSOLIDATION
The Consolidated Financial Statements include the financial statements of RDB Realty & Infrastructure Limited, the parent company,
and its subsidiaries (Refer Note No. 26(II)A) (collectively referred to as Group) on the following basis :
A. The Consolidated Financial Statements have been prepared in accordance with Accounting Standard - 21 on Consolidated
Financial Statements and Accounting Standard - 23 on Accounting for Investments in Associates in Consolidated Financial
Statements notified by the Central Government as Companies (Accounting Standards), Rules 2006, in exercise of powers
conferred u/s 211(3C) of Companies Act, 1956.
B. The financial statement of the parent company and its subsidiaries are combined on a line by line basis by adding together
the book values of like items of assets, liabilities, income and expenses after adjustments/elimination of inter-company
transactions, balances including unrealized profit etc.
C. The surplus/deficit of cost of investment in the subsidiary over the proportionate share in equity of subsidiary as at the date
of investment is recognised as goodwill/capital reserve.
D. Capital Reserve (net of goodwill) arising out of consolidation is stated at cost.
E. Minority interest in the net assets of consolidated subsidiaries consists of :
i) The amount of equity attributable to minorities at the date on which the control in a subsidiary is transferred; and
ii) Minorities share of movement in equity since the date the parent-subsidiary relationship came into existence.
F. The Consolidated Financial Statements are prepared using uniform accounting policies for like transactions and other events
in similar circumstances and are presented in the same manner as the parent companys standalone financial statements.
However, no effect in respect of different method of charging depreciation by various subsidiaries, other than the method
adopted by parent company, has been considered.
G. The financial statements of the entities used for the purpose of consolidation are drawn up to the same reporting date as
that of the parent company i.e. 31st March, 2013.
II) BASIS OF PRESENTATION
A. The subsidiaries (which alongwith RDB Realty & Infrastructure Limited, the parent company, constitute the Group) considered
in preparation of these consolidated financial statements are :
Notes forming part of the Consolidated Financial Statement
83
B. The Group Associates are :
1 Rimjhim Vanijya Private Limited India 50 50
SI.
No.
Name of Associates
Country of
Incroporation
Percentage of
ownership interest
Percentage of
ownership interest
93 Notice
C. Notes to these Consolidated Financial Statements are intended to serve as a means of informative disclosure and guide to
better understanding of the consolidated position of the Group. Recognising, this purpose, only such notes from the individual
financial statements are disclosed which fairly present the required disclosures.
D. The subsidiaries of the parent Company are those entities in which the parent company directly or indirectly owns more than
one half of the voting power or otherwise has power to exercise control over the composition of the Board of Directors/
Governing Body of such entities.
E. The financial statements of subsidiaries are consolidated from the date on which the control is transferred to the Parent
Company.
III) OTHER SIGNIFICANT ACCOUNTING POLICIES
These are set out under Significant Accounting Policies as given in the notes to the accounts in the stand alone financial statements
of parent company and its subsidiaries.
A. FINANCIAL STATEMENTS
The financial statements have been prepared to comply in all the material aspects with Accounting Standards notified by Central
Government as Companies (Accounting Standard) Rules, 2006 (as amended) in exercise of power conferred u/s 211 (3C) of
Companies Act, 1956 and the relevant provisions of the Companies Act, 1956. The financial statement has been prepared under
historical cost convention on an accrual basis in accordance with Generally Accepted Accounting Principles (GAAP). The accounting
policies have been consistently applied by the company except otherwise stated and are consistent with those used in previous
year.
All the assets and liabilities have been classified as current or non current as per the Companys normal operating cycle and other
criteria set out in Schedule VI to the Companies Act, 1956.
B. USE OF ESTIMATES
The preparation of financial statements in conformity with Indian GAAP requires management to make estimates and assumptions
that affects the balances of assets and liabilities and disclosures relating to contingent liabilities as at the Balance Sheet date and
amounts of income and expenses during the year. Examples of such estimates include contract costs expected to be incurred to
complete construction contracts, provision for doubtful debts, income taxes and future obligations under employee retirement
benefit plans. Actual results could differ from those estimates. The effects of adjustment arising from revisions made to the estimates
are included in the Statement of Profit and Loss in the year in which such revisions are materialised.
C. REVENUE RECOGNITION
a) Revenue from own construction projects are recognised on Percentage of completion method. Units for which agreement for
sale is executed till reporting date are considered for it. Revenue recognition starts when 20% of estimated project cost
excluding land and marketing cost is incurred and 30% of consideration is received from party. Further, units for which Deed
of Conveyance is executed or possession is given, revenue is recognised to full extent.
b) Revenue from Joint Venture Development Agreement under work sharing arrangements are recognized on the same basis as
similar to own construction projects independently executed by the company to the extent of the companys share in joint
venture.
c) Revenue from Construction Contracts are recognised on "Percentage of Completion Method" measured by reference to the
survey of works done up to the reporting date and certified by the client before finalisation of projects accounts.
d) Revenue from services are recognised on rendering of services to customers except otherwise stated.
e) Rental income from assets is recognized for an accrual basis except in case where ultimate collection is considered doubtful.
f) Interest income is recognised on time proportion basis. Interest on delayed payment from customers is recognised when
realised
g) Real Estate: Sales is exclusive of service tax and value added tax, if any, net of sales return.
h) Rental Income: Rental income is exclusive of service tax.
84
Balance Sheet
Cash Flow Statement
D. FIXED ASSETS
Fixed Assets, including those given on lease, are stated at cost less accumulated depreciation and impairment losses, if any. Cost
comprises the purchase price and any attributable cost of bringing the asset to its working condition for its intended use.
Software is capitalized, where it is expected to provide future enduring economic benefits.
Leasehold land under perpetual lease is not amortized. Lease hold land other than on perpetual lease is being amortized on time
proportion basis over their respective lease periods.
E. DEPRECIATION AND AMORTISATION
Depreciation and Amortisation is provided on written down value method at the rates prescribed under Schedule-XIV of the
F. INVESTMENTS
All investments are bifurcated into Non Current Investments and Current Investments. Investments that are readily realisable and
intended to be held for not more than a year from the date of Balance Sheet are classified as Current Investments. All other
investments are classified as Non Current Investments. Current Investments are carried at lower of cost or fair market value,
determined on an individual investment basis. Non Current Investments are carried at cost. Provision for Diminution in the value
of Non Current Investments is made, only if such a diminution is other than temporary.
G. INVENTORIES
a) Finished Goods: At lower of cost or net realisable value.
b) Work-in-Progress: At lower of cost or net realisable value.
Cost comprises of cost of land and development, material cost including material lying at respective sites, construction expenses,
finance and administrative expenses which contribute to bring the inventory to their present location and condition.
Provision for obsolescence in inventories is made, wherever required.
Work-in-progress- Real Estate projects (including land inventory): represents cost incurred in respect of unsold area of the real
estate development projects or costs incurred on projects where revenue is to be recognized.
Work-in-progress - Contractual : represents cost of work done yet to be certified / billed.
H. CASH AND CASH EQUIVALENTS
Cash comprises cash on hand and demand deposits with banks. Cash equivalents are short-term balances (with an original maturity
of three months or less from the date of acquisition), highly liquid investments that are readily convertible into known amounts
of cash and which are subject to insignificant risk of changes in value.
I. FOREIGN CURRENCY TRANSACTION
Transactions denominated in foreign currencies are recorded at the exchange rate prevailing at the date of transactions or that
approximates the actual rate at the date of transactions.
Exchange differences arising on foreign exchange transactions settled during the year are recognized in the Statement of Profit
and Loss for the period.
Transactions which remain unsettled at the reporting date and reported at rates prevailing as at reporting date and any exchange
gain / loss is recognized in the Statement of Profit and Loss.
J. EMPLOYEE BENEFITS
i) Short term employee benefits :
Short term employee benefits such as salaries, wages, bonus, expected cost of ex-gratia etc. are recognized in the period in
which the employee renders the related service.
ii) Post-employment benefits
a) Defined Contribution Plan: Employee benefits in the form of Employees State Insurance Corporation and Provident Fund
are considered as defined contribution plan and the contributions are charged to the Statement of Profit and Loss for the
period when the contributions to the respective funds are due.
b) Defined Benefit Plan: Employee benefits in the form of Gratuity is considered as defined benefit plan and are provided
for on the basis of independent actuarial valuation, using the projected unit credit method, as at the Balance Sheet date
as per requirements of Accounting Standard-15 (Revised 2005) on Employee Benefits.
iii) Actuarial gains/losses, if any, are immediately recognized in the Statement of Profit and Loss.
85
Earnings per share is computed as under :- As at 31st March, 2013 As at 31st March, 2012
Profit available for Equity Shareholders (A) (`) 9,62,62,545 13,22,13,297
Weighted average number of
Equity Shares outstanding (B) (Nos.) 1,72,83,400 1,08,00,000
Earnings per share
(Face value of ` 10/- per Equity Share)
Basic & Diluted (A/B) (`) 5.57 12.24
Particulars
Contract revenue recognised during the year 69,30,36,419 27,21,55,216
Contract Cost incurred and recognised profits 67,29,34,598 26,91,04,022
(less recognised losses) for all the contracts
Advances received 1,92,06,241 1,24,04,807
Due from customer for contract work (Including Retention) 19,73,10,700 3,83,83,911
Due to suppliers for contract work 20,37,87,896 13,01,39,998
28. CONSTRUCTION CONTRACTS ACCORDANCE WITH AS-7
93 Notice
K. BORROWING COSTS
Borrowing costs that are attributable to the acquisition or construction of qualifying assets are capitalised as part of the cost of
such assets. A qualifying asset is one that necessarily takes substantial period of time to get ready for intended use or sale. Other
borrowing costs are recognised as an expense in the year in which they are incurred.
L. TAXATION
a) Current Tax: Current tax is determined as the amount of tax payable in respect of taxable income for the year in accordance
with the provisions of the Income Tax Act, 1961. Minimum Alternative Tax credit available under section 115JB of the Income
Tax Act, 1961 will be accounted in the year in which the benefits are claimed.
b) Deferred Tax: Deferred tax is recognised subject to consideration of prudence on the basis of timing differences being the
differences between taxable income and accounting income that originate in one period and are capable of reversal in one
or more subsequent periods using the tax rates and laws that have been enacted or substantially enacted as on the balance
sheet date. Deferred tax asset is recognised and carried forward only to the extent that there is reasonable certainty that the
asset will be realised in future.
M. PROVISIONS/CONTINGENCIES
A provision is recognised for a present obligation as a result of past events if it is probable that an outflow of resources will be
required to settle the obligation and in respect of which a reliable estimate can be made. Provisions are determined based on best
estimate of the amount required to settle the obligation as at the Balance Sheet date. Liabilities which are material and whose
future outcome cannot be ascertained with reasonable certainty are treated as contingent liability and are disclosed by way of
note.
N. IMPAIRMENT OF ASSETS
An asset is treated as impaired when the carrying cost of the same exceeds its recoverable amount. Impairment is charged to the
Statement of Profit and Loss in the year in which an asset is identified as impaired. The impairment loss recognised in prior
accounting period is reversed if there has been a change in the estimate of the recoverable amount.
29. EMPLOYEE DEFINED BENEFITS
a) Defined Contribution Plans : The Company has recognised an expense of ` 1,14,262/- (Previous Year ` 1,39,071/-) towards
the defined contribution plans.
b) Defined Benefit Plans : As per actuarial valuation as on March 31, 2013 and recognised in the financial statements in respect
of Employee Benefit Schemes :
27. EARNINGS PER SHARE IN ACCORDANCE WITH AS-20
(Amount in `)
86
I Components of Employer Expense
2 Interest Cost 1,06,080 81,954
6 Past Service Cost
8 Total employer expense recognised in the Statement of Profit and Loss 1,95,539 1,12,938
Gratuity expense is recognised in Gratuity under Note No -26 (III) K
II Net Asset/ (Liability) recognised in Balance Sheet
1 Present Value of Defined Benefit Obligation 12,76,434 10,80,895
2 Fair Value of Plan Assets
3 Funded Status [Surplus/ (Deficit)] (12,76,434) (10,80,895)
4 Unrecognised Past Service Costs
5 Net Asset/ (Liability) recognised in Balance Sheet (12,76,434) (10,80,895)
III Change in Defined Benefit Obligation (DBO)
1 Present Value of DBO at the Beginning of Period (10,80,895) (10,80,895)
3 Interest Cost 1,06,080 81,954
6 Plan Amendments
7 Acquisitions
9 Benefit Payments
10 Present Value of DBO at the End of Period 12,76,434 10,80,895
IV Change in Fair Value of Assets
1 Plan Assets at the Beginning of Period
2 Acquisition Adjustment
4 Actual Company Contributions
5 Actuarial Gain/ (Loss)
6 Benefit Payments
7 Plan Assets at the End of Period
V Actuarial Assumptions
1 Discount Rate 8.00% 8.00%
2 Expected Return on Assets N.A N.A
3 Salary Escalations 5.00% 5.00%
4 Mortality LIC (2006-08) LIC (1994-96)
5 The Estimates of future salary increases, considered in actuarial valuation
takes account of inflation, seniority, promotion and other relevant factors
such as supply and demand in employment market.
6 Discount rate is based upon the market yields available on Government
Bonds at the accounting date with a term that matches with that of
liabilities.
Gratuity Gratuity
Balance Sheet
Cash Flow Statement
(Amount in `)
87
93 Notice
30. SEGMENT REPORTING
The Business of the company fall under a single segment i.e. Development of Real Estate & Infrastructure. In view of the general
classification notified by Central Government in exercise of power conferred u/s 211(3C) of Companies Act, 1956 for company
operating in a single segment, the disclosure requirement as per AS 17 on Segment Reporting is not applicable to the company.
The Companys business is mainly concentrated in similar geographical, political and economical conditions; hence disclosure for
Geographical segment is also not required.
31. RELATED PARTY DISCLOSURES IN ACCORDANCE WITH AS - 18
(i) Enterprises where control exists
(A) Partnership Firm :
Sl. No. Name of the Firm Sl. No. Name of the Firm
1 Unique RDB Realty 2 Udai Residency
(Ceased Partnership Firm w.e.f. 16-Jan-13)
(ii) Other related parties with whom the company had transactions :
(A) Key Management Personnel & their relatives :
Sl. No. Name Designation / Relationship
1 Sunder Lal Dugar Chairman and Managing Director
2 Pradeep Kumar Pugalia Whole-Time Director
3 Abhishek Satyanarayan Rathi Director
4 Vinod Dugar Relative of the Director
5 Sheetal Dugar Relative of the Director
6 Rekha Jhabak Relative of the Director
7 Pradeep Kumar Hirawat Director of Subsidiaries Company
(B) Enterprises over which Key Management Personnel/Major Shareholders/Their Relatives have Significant Influence :
Sl. No. Name of Enterprise Sl. No. Name of Enterprise
1 BFM Industries Limited 9 RD Devcon Private Limited
2 Humraj Commodities Private Limited 10 RD Motor Private Limited
3 Khatod Investments & Finance Company Limited 11 RDB Regent Retail Limited
4 Loka Properties Private Limited 12 Regent Education & Reserch Centre
5 Modak Vyapar Private Limited 13 S.D.Infrastracture & Real Estate Private Limited
6 NTC Industries Limited 14 Samspa Expo Private Limited
7 Pyramid Sales Private Limited 15 Somani Estates Private Limited
8 Ranchhod Vanijya Private Limited 16 Veekay Apartments Private Limited
88
Balance Sheet
Cash Flow Statement
Interest Income 25,92,590 1,31,37,812 10,62,865
(16,04,918) () (16,84,999) ()
Rent & Other Received 11,41,693
() () () (21,74,885)
Interest Paid * 2,38,75,833
() () () (5,57,94,512)
Directors Remuneration 17,12,500
() () (22,46,849) ()
Revenue from Sales 1,51,83,000
() () () ()
Secured Loan Received
() () () (48,44,87,397)
Secured Loan Paid
() () () (48,44,87,397)
Unsecured Loan Received 76,27,53,305
() () () (1,23,30,81,491)
Unsecured Loan Repaid 1,17,24,22,663
() () () (1,22,63,68,834)
Fresh Capital Introduced in Firm
(3,50,00,000) () () ()
Refund of Capital by Partnership Firm
(1,50,00,000) () () ()
Advance Received 9,70,00,000
() () () (1,04,71,09,000)
Refund of Advance Received 6,13,90,000
() () () (94,47,45,000)
Loan Given 7,79,46,144 1,81,39,663
() () (14,18,27,622) ()
Refund of Loan Given 8,15,70,272 20,00,000
() () (31,80,000) ()
Nature of Transactions Partnership Associates Personnel & their relatives
influence
(Amount in `)
89
93 Notice
Closing Balance
Payable 92,800
() () () ()
Receivable 23,01,785
() () () (25,62,592)
Advance Taken 3,60,00,000
() () () (21,17,51,000)
Advance Given 85,000
() () (90,000) ()
Loan Given 13,77,10,801 1,70,96,241
() () (13,86,54,999) ()
Unsecured Loan Taken 7,55,58,274
() () () (56,18,25,112)
Investment 2,41,97,508 35,623
(2,16,04,918) (11,10,027) () ()
Note : Interest amounting ` 42,65,532/- (Previous Year ` 2,14,22,244/-) is Interest capitalised to value of Inventory.
32. In the opinion of the Board the Current Assets, Loans and Advances are not less than the stated value if realised in ordinary course
of business. The provision for all known liabilities are adequate and not in excess of the amount reasonably necessary. There are
no contingent liabilities except stated and informed by the Management.
33. DISCLOSURE RELATING TO AMALGAMATION AS PER AS-14
a) The scheme of amalgamation has taken place between Pincha Home Builders Private Limited (the Transferor Company) and
RDB Realty & Infrastructure Ltd (the Transferee Company) both are dealing in construction activities.
b) The Effective date of Amalgamation is 1st April, 2012.
c) Pooling of interest method of accounting has been used to reflect the amalgamation.
d) The scheme of amalgamation of Pincha Home Builders Private Limited (the Transferor Company) and RDB Realty & Infrastructure
Ltd (the Transferee Company) has been approved by the Honourable High Court at Calcutta. Hence, the effect of amalgamation
has been incorporated in the books of accounts.
e) 64,83,400 Nos. of Equity Shares issued against 29,47,000 Nos. of Equity Shares of Pincha Home Builders Private Limited in the
ratio 1:2.2.
f) Net Assets Aquired amounted ` 15,28,18,275/-
34. Capital Reserve (net of goodwill) amounting to ` (5,78,72,668) [Previous year ` (5,76,27,308)] arising on account of consolidation
has been shown under the head capital reserves on consolidation.
35. Minority Interest includes ` 46,01,000/- (Previous Year ` 77,01,000/-) Received as Share Application Money. The Application Money
have been received by a Subsidiary from the Minority against which Allotment is pending.
36. Reserves shown in the consolidated financial statements represent the Groups share in the respective reserves of subsidiary
companies. Retained earnings comprise general reserve and the Statement of Profit and Loss.
Nature of Transactions Partnership Associates Personnel & their relatives
influence
(Amount in `)
90
Balance Sheet
Cash Flow Statement
37. Figures relating to subsidiaries, Joint Ventures and associates have been regrouped/reclassified wherever considered necessary
to bring them in line with parent companys financial statements.
38. CONTINGENT LIABILITIES
a) On account of Guarantee ` 20,10,18,812/- (Previous Year ` 24,06,73,812/-) issued by the companys bankers to the Contractee
for projects under EPC Division.
b) ` 32,07,510/- (Previous Year ` 32,07,510/-) on account of Service Tax collected from flat owners of Regent Enclave and deposited
to the credit of central government. Flat owners filed a suit against company, claiming refund of Service Tax.
c) On account of Corporate Guarantee to the tune of ` 2,50,00,000/- (Previous Year ` 2,50,00,000/-) given to bank for cash credit
loan taken by Group Company.
39. The figures of Previous Year have been recast and regrouped wherever considered necessary.
Deepak Kumar Daga
Partner
Kolkata
Satabdi Sen Gupta
Sunder Lal Dugar
Whole-Time Director
91
93 Notice
Statement regarding Subsidiary Companies
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92
Notice is hereby given that the Seventh Annual General Meeting of the members of M/s RDB Realty & Infrastructure Limited will
be held on Thursday, the 8th day of August, 2013 at 11 a.m. at The Aryans School, 149 B.T. Road, Kolkata - 700 058 to transact
the following businesses :
Ordinary Business
1. To receive, consider and adopt the audited Balance Sheet of the Company as at 31st March, 2013 and the Statement of Profit
& Loss for the year ended as on that date and the report of the Board of Directors and Auditors thereon.
2. To appoint a director in place of Sri Om Prakash Rathi who retires by rotation and being eligible offers himself for re-
appointment.
3. To declare dividend on Equity Shares for the year ended on 31st March, 2013.
4. To appoint M/s. S. M. Daga & Co., Chartered Accountants as the Statutory Auditors of the Company from the conclusion of
the ensuing Annual General Meeting of the Company till the conclusion of next Annual General Meeting of the Company
and to fix their remuneration.
In this connection, to consider and if thought fit, to pass the following resolution, with or without modification(s), as an
Ordinary Resolution :
"RESOLVED THAT M/s. S.M. Daga & Co., Chartered Accountants (Registration No. 303119E) be and are hereby appointed as
the Statutory Auditors of the Company, to hold office from the conclusion of this Annual General Meeting until the conclusion
of next Annual General Meeting, on such remuneration as may be determined by the Board of Directors of the Company."
Special Business
5. Re-appointment of Sri Sunder Lal Dugar as Managing Director
To consider and if thought fit, to pass with or without modifications, the following resolution as an Ordinary Resolution:
"RESOLVED THAT pursuant to the provisions of Sections 198, 269, 309, 314, 316 and any other applicable provision of the
Companies Act, 1956 and Article No. 86 of the Articles of Association of the Company and subject to such consents, approvals
or permissions as may be necessary, consent of the Company is hereby accorded for the re-appointment of Sri Sunder Lal
Dugar as Managing Director of the Company for a period of three years with effect from 1st July, 2013 upon the terms and
conditions including remuneration and other amenities as set out below contained in the Agreement dated 27th May, 2013
entered into between the Company and Sri Sunder Lal Dugar, a copy whereof, initialed by the Chairman of the meeting for
the purposes of identification, has been submitted to this meeting, which Agreement be and is hereby specifically approved:
Salary : ` 80,000/- per month.
Perquisites :
a. Medical reimbursement : Expenditure incurred for self and dependent family members subject to one month salary per
annum.
b. Leave Travel concession : For self and family once in a year in accordance with any rules specified by the Company.
c. Club fees : Fees of Clubs subject to maximum of two clubs, admission and life membership fees not being allowed.
d. Personal Accident Insurance : For an amount the annual premium of which does not exceed ` 15,000/-
For Company's business use of car with chauffeur, telephone and other communication facilities at residence/other places,
reimbursement of travelling, entertainment and all other expenses for the purpose of business incurred by him shall not be
treated as perquisite.
The salary being subject to variation to the extent the Board of Directors may consider appropriate, as may be permitted
or authorized in accordance with any provision under the Companies Act, 1956 or Schedules appended thereto, for time
being in force or any statutory modification or re-enactment thereof and/or any rules or regulations there under.
Minimum Remuneration : The above salary will be payable to the Managing Director even in case of loss or inadequacy of
profits in respect of any financial year during his tenure of office in compliance with Schedule XIII to the Companies Act, 1956.
Sitting Fees : The Managing Director shall not be paid any sitting fees for attending the meetings of the Board of Directors
or Committees thereof from the date of his appointment.
RESOLVED FURTHER THAT the terms of appointment as set out in this resolution and the Agreement dated 27th May, 2013
is hereby specifically sanctioned with liberty to the Board of Directors to alter, vary and modify the terms and conditions of
the said appointment in such manner as may be agreed to between the Board of Directors and Sri Sunder Lal Dugar subject
to the same being in conformity with the provisions of Schedule XIII of the Companies Act, 1956 for the time being in force
Notice
93
93 Notice
and that the Board of Directors of the Company be and is hereby authorized to take such steps as would be expedient or
desirable to give effect to this resolution.
6. Revision in salary of Sri Pradeep Kumar Pugalia, Whole-Time Director
To consider and if thought fit, to pass with or without modifications, the following resolution as an Ordinary Resolution :
"RESOLVED THAT pursuant to provision of Section 198, 309, 310, Schedule XIII and other applicable provisions, if any, of the
Companies Act, 1956 and subject to such other approvals as may be necessary, the consent of the Company be and is hereby
accorded to the payment of revised monthly salary of ` 75,000/- to Sri Pradeep Kumar Pugalia, Whole-Time director of the
Company, for a period from 1st April, 2013 to 30th June, 2013 as per Supplemental Agreement dated 18th April, 2013 entered
into between the Company and Sri Pradeep Kumar Pugalia, a copy whereof, initialed by the Chairman of the meeting for the
purposes of identification, has been submitted to this meeting, which Agreement be and is hereby specifically approved."
7. Re-appointment of Sri Pradeep Kumar Pugalia as Whole-Time Director
To consider and if thought fit, to pass with or without modifications, the following resolution as an Ordinary Resolution:
"RESOLVED THAT in accordance with the provisions of Sections 198, 269, 309 read with Schedule XIII and all other applicable
provisions, if any, of the Companies Act, 1956 and subject to such consents, approvals or permissions as may be necessary,
consent of the Company be and is hereby accorded for the re-appointment of Sri Pradeep Kumar Pugalia as Whole-Time
Director of the Company for a period of three years from 1st July, 2013 on the terms and conditions including remuneration
and other amenities as set out below contained in the Agreement dated 27th May, 2013 entered into between the Company
and Sri Pradeep Kumar Pugalia, a copy whereof, initialed by the Chairman of the meeting for the purposes of identification,
has been submitted to this meeting, which Agreement be and is hereby specifically approved :
Salary : At the rate of ` 75,000/- per month for a period of 3 years.
For Company's business use of car with chauffeur, telephone and other communication facilities at residence/other places,
reimbursement of travelling, entertainment and all other expenses for the purpose of business incurred by him shall not be
treated as perquisite.
Minimum Remuneration : The above salary will be payable to the Whole-Time Director even in case of loss or inadequacy
of profits in respect of any financial year during his tenure of office in compliance with Schedule XIII to the Companies Act,
1956.
Sitting Fees : The Whole-Time Director shall not be paid any sitting fees for attending the meetings of the Board of Directors
or Committees thereof from the date of his appointment.
RESOLVED FURTHER THAT the terms of appointment as set out in this resolution and the Agreement dated 27th May, 2013
submitted to this meeting is hereby specifically sanctioned with liberty to the Board of Directors to alter, vary and modify
the terms and conditions of the said appointment in such manner as may be agreed to between the Board of Directors and
Sri Pradeep Kumar Pugalia subject to the same being in conformity with the provisions of Schedule XIII of the Companies
Act, 1956 for the time being in force and that the Board of Directors of the Company be and is hereby authorized to take
such steps as would be expedient or desirable to give effect to this resolution.
8. Appointment of Sri Surendra Kumar Parakh as Director of the Company
To consider and if thought fit, to pass with or without modifications, the following resolution as an Ordinary Resolution :
"RESOLVED THAT Sri Surendra Kumar Parakh who was appointed as an Additional Director by the Board under Section 260
of the Companies Act, 1956 and Article 83 of the Articles of Association of the Company and who holds office upto the date
of this Annual General Meeting and in respect of whom the Company has received a notice in writing, under Section 257 of
the Companies Act, 1956 from a member signifying his intention to propose him as a candidate for the office of Director of
the Company, be and is hereby appointed as a Director of the Company, liable to retire by rotation."
By order of the Board
For RDB REALTY & INFRASTRUCTURE LIMITED
Place : Kolkata Satabdi Sen Gupta
Date : 27th day of May, 2013 Company Secretary & Compliance Officer
Notice
94
NOTES :
1. Explanatory Statement pursuant to Section 173(2) of the Companies Act, 1956 is attached herewith.
2. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF
AND A PROXY NEED NOT BE A MEMBER OF THE COMPANY. PROXIES, IN ORDER TO BE EFFECTIVE, SHOULD BE COMPLETED,
STAMPED AND SIGNED AND MUST BE DEPOSITED AT THE COMPANY'S REGISTRAR AND SHARE TRANSFER AGENT NOT LESS
THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE ANNUAL GENERAL MEETING.
3. Corporate Members intending to send their authorised representatives to attend the meetings are requested to send to the
Company a certified copy of the Board Resolution authorizing their representative to attend and vote on their behalf at the
Meeting.
4. Members seeking any information or clarification on accounts are requested to send written queries to the Company, at least
10 days before the date of the meeting to enable the management to keep the required information available at the meeting.
5. The details of Directors seeking appointment and re-appointment in terms of Clause 49 of the Listing Agreement are annexed
hereto and forms part of this Notice.
6. The Register of Members and Share Transfer Books of the Company will remain closed from Thursday, 1st August, 2013 to
Thursday, 8th August, 2013 (both days inclusive).
7. Dividend on equity shares when declared at the meeting will be paid to those members :
(a) whose names shall appear on the Company's Register of Members after giving effect to the valid share transfers
lodged/received by the Company's Registrar & Share Transfer Agent (RTA) on or before 31st July, 2013.
(b) whose names shall appear as Beneficial Owner as at the end of business hours on 31st July, 2013 to be furnished by
National Securities Depository Limited and Central Depository Services (India) Limited in respect of shares held in electronic
form.
8. Members holding shares in electronic form may note that bank particulars registered against their respective depository
accounts will be used by the Company for payment of dividend. The Company or its Registrar and Transfer Agent, M/s. Niche
Technologies Private Limited cannot act on any request received directly from the members holding shares in electronic form
for any change of bank particulars or bank mandates. Such changes are to be advised only to the Depository Participant of
the members.
9. Members holding shares in electronic form are requested to intimate immediately any change in their address or bank
mandates to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares
in physical form are requested to advise any change in their address or bank mandates immediately to the Company/RTA.
10. Members are requested to bring the attendance slip along with copies of Annual Report at the Meeting.
11. Non-Resident Indian Members are requested to inform the RTA immediately of :
l Change in their residential status on return to India for permanent settlement.
l Particulars of their bank account maintained in India with complete name, branch, account type, account number, and
address of the Bank with pin code number.
12. The Company has designated an exclusive e-mail ID investors@rdbindia.com which would enable the members to communicate
their grievances. The members may send their grievances, if any, to this e-mail ID for its quick redressal.
13. Members who hold shares in the physical form and wish to make/change a nomination in respect of their shareholding in
the Company, as permitted under Section 109A of the Companies Act, 1956, may submit such information in the prescribed
form 2B to the Company's Registrar & Share Transfer Agent.
14. As a measure of economy, copies of Annual Report will not be distributed at the Annual General Meeting. Members are
requested to bring their copy of Annual Report to the Meeting.
15. No Compliment or gift of any nature will be distributed at the Annual General Meeting.
Notice
95
93 Notice
16. In terms of General Circular No. 2/2011 dated 8th February, 2011 by the Ministry of Corporate Affairs, Government of India
under section 212(8) of the Companies Act, 1956, copy of Audit Statement of Accounts along with the reports of the Board
of Directors and Auditors relating to the Company's Subsidiaries have not been attached with the Balance Sheet of the
Company. The Company will make these documents available upon receipt of written request from any member of the
Company interested in obtaining the same. These documents will also be available for inspection at the registered office of
the Company and the concerned subsidiary companies during business hours on all working days upto the date of the Annual
General Meeting.
17. The Ministry of Corporate Affairs has taken a 'Green Initiative in the Corporate Governance' by allowing paperless compliances
by the Companies and has issued circulars stating that service of notice/documents including the Annual Report which can
be sent by e-mail to its members. To support this green initiative, the Company requested its valued shareholders to register
their e-mail addresses with the Registrar & Share Transfer Agent or with the Company. In order to continue its endeavour
towards paperless communication, the Company requests the members who have not yet registered their e-mail ID with the
Company, to register their e-mail address, in respect of electronic holdings with the Depository through their Depository
Participants. Members who hold shares in physical form are requested to register their e-mail address with the Company's
Registrar & Share Transfer Agent, M/s. Niche Technologies Private Limited at rdbrealty@nichetechpl.com mentioning their
Name and Folio No. The members can also register their e-mail address with the Company by sending an e-mail at
investors@rdbindia.com mentioning their Name and Folio No.
EXPLANATORY STATEMENT PURSUANT TO SECTION 173(2) OF THE COMPANIES ACT, 1956
Item no. 5
Sri Sunder Lal Dugar is a co-promoter and Managing Director of the Company. His current term of appointment as a Managing
Director has expired on 30th June, 2013.
In view of his excellent grasp and thorough knowledge of various laws relating to the Company's affairs and long business
experience, the Board of Directors is of the considered opinion that for smooth and efficient running of the business, Sri Sunder
Lal Dugar be re-appointed as the Managing Director of the Company for a further period of three years with effect from 1st July,
2013.
Accordingly, the Board of Directors of your Company at its meeting held on 27th May, 2013 re-appointed Sri Sunder Lal Dugar
as the Managing Director of the Company w.e.f. 1st July, 2013, vide an agreement dated 27th May, 2013, for a period of three
years subject to approval of shareholders pursuant to the applicable provisions of the Companies Act, 1956.
Keeping in view the recent trend in global market, the managerial remuneration has been limited to ` 80,000/- per month and
other perquisites and such terms and conditions as set out in the agreement dated 27th May, 2013 for his service as Managing
Director of the Company.
A copy of the aforesaid agreement dated 27th May, 2013 is available for inspection at the Registered Office of the Company
during business hours upto and including 8th August, 2013.
In terms of Sections 269, 309 & Schedule XIII of the Act, the appointment and remuneration of Sri Sunder Lal Dugar, as the
Managing Director of the Company requires approval of the shareholders in General Meeting.
Your Directors recommend the resolution be passed as Ordinary Resolution.
This statement read along with the resolutions may be deemed as an extract of the terms of appointment of Sri Sunder Lal Dugar,
as Managing Director, to be sent to the members of the Company in terms of Section 302 of the Companies Act, 1956.
Except Sri Sunder Lal Dugar, no Director of the Company is, in any way, concerned or interested in this resolution.
Item no. 6 & 7
Sri Pradeep Kumar Pugalia was appointed as the Whole-Time Director of the Company w.e.f. 1st July, 2010 at a salary of
` 25,000/- per month together with such perquisites, allowances and incentives as specified in the agreement dated 12th July,
2010. Thereafter, considering his knowledge, expertise and contribution to the Company, the remuneration paid to Sri Pugalia
was revised with effect from 1st April, 2011 vide a supplemental agreement dated 25th July, 2011 as approved by the shareholders
in the Annual General Meeting of the Company held on 19th September, 2011.
Notice
96
Taking into account the satisfactory performance of Sri Pradeep Kumar Pugalia during his tenure of directorship and to bring his
remuneration in line with the overall salary structure at similar levels in the industry, the Board of Directors at its meeting held
on 18th April, 2013 increased his remuneration to ` 75,000/- per month by entering into a supplemental agreement, as
recommended by the Remuneration Committee of the Company subject to the approval of the members.
The current term of appointment of Sri Pradeep Kumar Pugalia as the Whole-Time Director has expired on 30th June, 2013. In
view of his thorough knowledge of various laws relating to the Company's affairs and excellent track record of successful project
implementation, the Board of Directors is of the considered opinion that for smooth and efficient running of the business, Sri
Pradeep Kumar Pugalia be re-appointed as the Whole-Time Director of the Company for a further period of three years with
effect from 1st July, 2013.
Keeping in view the recent trend in global market, the remuneration has been limited to ` 75,000/- per month and other perquisites
and such terms and conditions as set out in the agreement dated 27th May, 2013 for his service as Whole-Time Director of the
Company.
A copy of the aforesaid agreements dated 18th April, 2013 and 27th May, 2013 are available for inspection at the Registered
Office of the Company during business hours upto and including 8th August, 2013.
In terms of Sections 269, 309 & Schedule XIII of the Act, the appointment and remuneration of Sri Pradeep Kumar Pugalia as the
Whole-Time Director of the Company requires approval of the shareholders in General Meeting.
Your directors recommend the resolution be passed as Ordinary Resolution.
The Notice and Explanatory Statement may also be treated as abstract of the terms of appointment and payment of remuneration
to the above named Whole-Time Director, as required u/s 302 of the Companies Act, 1956.
Except Sri Pradeep Kumar Pugalia, no Director of the Company is, in any way, concerned or interested in this resolution.
Item no. 8
Sri Surendra Kumar Parakh, having a wide experience in the field of Real Estate and Construction, was appointed on the Board
of the Company as Additional Director w.e.f. 8th August, 2012. In terms of Section 260 of the Companies Act, 1956 read with
Article 83 of the Articles of Association of the Company, Sri Surendra Kumar Parakh will hold office of Additional Director upto
the date of this Annual General Meeting. The Company has received a notice in writing along with the requisite deposit from a
member under Section 257 of the Act, signifying his intention to propose Sri Surendra Kumar Parakh for appointment as a Director
of the Company. Pursuant to Section 264 of the Act, Sri Surendra Kumar Parakh has consented to act as a Director, if appointed.
Your directors recommend the resolution be passed as Ordinary Resolution.
Except Sri Surendra Kumar Parakh, no Director of the Company is, in any way, concerned or interested in this resolution.
DETAILS OF DIRECTOR SEEKING APPOINTMENT/RE-APPOINTMENT AT 7TH ANNUAL GENERAL MEETING PURSUANT TO CLAUSE
49 OF LISTING AGREEMENT WITH STOCK EXCHANGE
Name of Director Sri Om Prakash Rathi
Date of Birth 25th September, 1959
Relationship with other Director inter se None
Date of Appointment 12th July, 2010
Expertise in specific functional area Managerial Qualities
Brief Profile He is an experienced personality with experience over 30 years in Real
Estate Industry. He has been one of the core members of several
residential/commercial real estate projects of the RDB Group.
No. of equity shares held in the company 1,700
Notice
97
94 Notice
List of other companies in which Directorships held 1. Prudential Trafin Private Limited
2. Rathi Textiles Private Limited
4. Sky Height Enclave Private Limited
5. S. D. Infrastracture & Real Estate Private Limited
(Formerly Oswal Manufacturers Private Limited)
6. RDB Legend Infrastructure Private Limited
Committee positions held in RDB Realty & Chairman in Audit Committee, Shareholders/Investors Grievance
Infrastructure Limited Committee and Remuneration Committee
Committee positions held in other companies Nil
Name of Director Sri Sunder Lal Dugar
Date of Birth 20th September, 1954
Date of Appointment 23rd June, 2006
Expertise in specific functional area Managerial and Leadership Qualities
Brief Profile He has a working experience of more than 33 years. During this period
he has promoted several residential/commercial real estate projects and
established the Company as reputed builders/ developers in Eastern
India.
No. of equity shares held in the company 6,87,900 [including 67,200 shares as a Karta of Moti Lal Dugar (HUF)]
List of other companies in which Directorships held 1. Ankur Constructions Private Limited
3. EMC Limited
4. EMC Academy Limited
5. EMC Forging Limited
6. EMC Hardware Limited
7. EMC Infrastructure Limited
8. EMC Logistics Limited
9. EMC Overseas Limited
10. EMC Tower Limited
11. EMC Solar Limited
12. Johri Towers Private Limited
13. Kolkata Institute of Science and Technology
14. Loka Properties Private Limited
15. MKN Investment Private Limited
16. RDB Builders Private Limited
17. RDB Realty Private Limited
(Formerly known as Siddha PSIDL Township Private Limited)
Notice
98
Notice
18. Regent Autotrade Private Limited
19. S. D. Infrastracture & Real Estate Private Limited
(Formerly Oswal Manufactures Private Limited)
20. Sky Height Enclave Private Limited
Committee positions held in RDB Realty & Nil
Infrastructure Limited
Name of Director Sri Pradeep Kumar Pugalia
Date of Birth 18th July, 1975
Date of Appointment 24th June, 2010
Expertise in specific functional area Administration and Project implementation
Brief Profile He has an excellent track record of successful project implementation.
He oversees the operations of the Company. He has made valuable
contributions towards the growth of the organization.
No. of equity shares held in the Company Nil
List of other companies in which Directorships held 1. S J S Nirman Private Limited
2. Sumangal Nirman Private Limited
Committee positions held in RDB Realty & Member in Audit Committee,
Infrastructure Limited Shareholder'/Investors' Grievance Committee
Name of Director Sri Surendra Kumar Parakh
Date of Birth 15th November, 1957
Date of Appointment 08th August, 2012
Expertise in specific functional area Leadership Qualities
Brief Profile He is an experienced businessman with over 15 years of experience in
real estate industry.
No. of equity shares held in the company Nil
List of other companies in which Directorships held 1. Sadabahar Properties Private Limited
2. Anumodan Projects Private Limited
3. Motideep & Infrastructure Limited
Committee positions held in RDB Realty & Member in Audit Committee
Infrastructure Limited
99
Notes
Disclaimer
In this annual report, we have disclosed forward-looking information to enable investors to comprehend our prospects and take informed
investment decisions. This report and other statements written and oral that we periodically make contain forward-looking statements
that set out anticipated results based on the managements plans and assumptions. We have tried wherever possible to identify such
statements by using words such as anticipates, estimates, expects, projects, intends, plans, believes and words of similar substance
in connection with any discussion of future performance. We cannot guarantee that these forward-looking statements will be realised,
although we believe we have been prudent in our assumptions. The achievement of results is subject to risks, uncertainties and even inaccurate
assumptions. Should known or unknown risks or uncertainties materialise, or should underlying assumptions prove inaccurate, actual results
could vary materially from those anticipated, estimated or projected. We undertake no obligation to publicly update any
forward-looking statements, whether as a result of new information, future events or otherwise.
Concept and design by
MANJARI ENTERPRISES (print@printindia.co.in)
T : (033) 22303495
Bikaner Building, 8/1 Lal Bazar Street, 1st Floor, Room No. 10, Kolkata - 700 001
Website : www.rdbindia.com
Registered Office : Bikaner Building, 8/1, Lal Bazar Street, 1st Floor, Room No. 10, Kolkata - 700 001
PROXY FORM
Regd. Folio No./DP Client ID ....................................................................................................... No. of shares held
............................................................... I/We .............................................................................................. of
............................................................................................................. being a member/ member(s) of the above named
Company, hereby appoint ............................................................................................................................. of
........................................................................................................................................ or failing him/ her
................................................................................................... of ..............................................................................................
as my/ our Proxy to attend and vote for me/ us and on my/ our behalf at the 7th Annual General Meeting of the Company
to be held on Thursday, 8th August, 2013 at 11.00 a.m. at The Aryans School, 149 B.T. Road, Kolkata - 700058 and at any
adjournment thereof.
As witness my hand / our hands this ........................................ day of .......................................... 2013
Signature.............................................................................................................................................................................................
Signed by the said ..
Note : The proxy must be returned so as to reach the Companys Registrar and Share Transfer Agent M/s. Niche Technologies
Private Limited not less than 48 hours before the time for holding the aforesaid meeting. The proxy need not be a member
of the Company.
Registered Office : Bikaner Building, 8/1, Lal Bazar Street, 1st Floor, Room No. 10, Kolkata - 700 001
ATTENDANCE SLIP
(Please complete this Attendance Slip and hand it over at the entrance of Meeting Hall)
Regd. Folio No./DP Client ID ............................................................................. No. of shares held ...........................................
I/ We hereby record my/ our presence at the 7th Annual General Meeting of RDB Realty & Infrastructure Limited being held
on Thursday, 8th August, 2013 at 11.00 a.m. at The Aryans School 149 B.T. Road, Kolkata - 700058.
..............................................................................
Signature of Shareholder(s) or Proxy
Affix
Revenue
Stamp

RDB Realty & Infrastructure LTD Annual Report 2012-13

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RDB REALTY & INFRASTRUCTURE LIMITED

ANNUAL REPORT 2012-13

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