Your Directors have pleasure in submitting their 99th Annual
Report together with the Audited Statement of Accounts for the year ended 31st
March, 2025.
FINANCIAL RESULTS
The financial results of the Company (Standalone) are summarized as
under:
| Particular |
Year ended 31.03.2025 |
Year ended 31.03.2024 |
| Gross Profit/(Loss) before Depreciation,
Finance Cost, Taxation and Extra Ordinary Items |
2028.72 |
1335.55 |
| Finance Cost |
1667.34 |
1009.51 |
| Profit / (Loss) before Depreciation, Taxation
& Extra Ordinary Items |
361.37 |
326.04 |
| Depreciation |
207.39 |
160.87 |
| Profit / (Loss) before Taxation |
153.98 |
165.17 |
| Provision for Taxation: |
|
|
| - Current Tax (MAT) |
|
|
| - Deferred Tax |
248.76 |
39.29 |
| - Income Tax (excess) Provision of Earlier
Years |
|
|
| - MAT Credit Written Off of Earlier Years |
|
|
| Profit/ (Loss) after Tax |
(94.78) |
125.88 |
| Other Comprehensive Income (net of tax) |
(1.83) |
8.08 |
| Total Comprehensive Income |
(92.95) |
117.80 |
STATE OF COMPANY'S AFFAIRS
Your Directors are pleased to state that:-
1. The Company's project known as RB-101 (Wing A) is under
development in full swing and likely to be completed during financial year 2025-26.
2. The Company is in process of launching RB-101 (Wing B) in near term
MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF
FINANCIAL YEAR 2024-25
There have been no material changes and commitments affecting the
financial position of the Company between the end of the financial year and date of the
report.
TRANSFER TO RESERVES
There was no transfer made to any Reserve during the year FY 2024-25.
DIVIDEND
To conserve the resources your directors do not recommend dividend on
the equity shares of the Company for the financial year 2024-25.
MANAGEMENT DISCUSSION AND ANALYSIS
i. Industry Review, Developments and Outlook
India's economy is projected to be the fastest-growing major
economy despite global headwinds, with a growth rate of 6.5%. This projection is supported
by robust public spending and monetary policy stimulus. The real estate sector is likely
to continue its journey of long-term growth as we see a continuous rise in GDP per capita,
larger disposable incomes, growing urbanization and most of all a larger focus of the
world on us as the next big economy.
Pune's real estate market is poised for substantial growth, driven by
infrastructural advancements, economic expansion and likely to to see increasingly strong
demand for commercial real estate .
Your Company is focused on Commercial Real Estate, with particular
focus on Office and Retail Segment. The commercial and retail segment, saw strong demand
coming from both domestic and international businesses. Buoyed by the opportunities that
the Indian real estate market presents, your company aspires to achieve strong growth over
the next coming years.
ii. Opportunities and Threats Opportunities:
As India awaits policy reforms to pick up speed, your Company firmly
believes that the demand for Real Estate in a country like India will remain strong in the
medium to long term.
Threats:
The real estate industry is subject to extensive regulations, and
unanticipated delays in project approvals, regulatory framework can negatively influence
the sector's performance.
As the country's second-largest employment provider, the real estate
sector relies significantly on manual labour. Labour shortages and unavailability of
accomplished and trained labour force disrupting project completion schedules.
The Company's growth is subject to market risks, volatility in
interest rates and increase in input cost, among other risks.
iii. Segment Wise Performance:
Your Company has only one segment i.e. Construction and Real Estate
Development. Revenue and expenses have been identified on the basis of accounting standard
as applicable and guidance note issued by Institute of Chartered Accountant of India for
this sector.
iv. Key Financial Ratios Analysis
| Key Financial Ratios |
For the year ended 31/03/2025 |
For the year ended 31/03/2024 |
Increase / Decrease (in % terms) |
Reason for variances |
| Current Ratio |
1.60 |
1.24 |
29% |
Due to increase in the cash & cash
equivalent balances as compared to previous year |
| Debt-Equity Ratio |
18.72 |
12.41 |
5 1 % |
Due to Increase in debt in current year as
compared to previous year |
| Debt Service Coverage Ratio |
0.74 |
0.67 |
11% |
NA |
| Return on Equity Ratio |
-0.08 |
0.10 |
-181% |
Due to increase in deferred tax expenses as
compared to previous year |
| Inventory turnover ratio |
NA |
NA |
NA |
NA |
| Debtors turnover ratio |
2.84 |
2.55 |
11% |
NA |
| Interest Coverage Ratio |
1.03 |
0.86 |
18.99% |
NA |
| Operating Profit Margin (%) |
0.66 |
0.55 |
18.62% |
NA |
| Trade payables turnover ratio |
7.92 |
3.02 |
1 6 2 % |
Due to decrease in Trade payables |
| Net capital turnover ratio |
2.23 |
3.60 |
-38% |
Due to increase in average working capital
as compared to previous year |
| Net profit (%) |
-0.03 |
0.06 |
- 1 58% |
Due to increase in deferred tax expenses as
compared to previous year |
| Return on Net Worth (%) |
-0.08 |
0.10 |
-181.45 % |
Due to increase in deferred tax expenses as
compared to previous year |
| Return on investment |
0.08 |
0.09 |
-17% |
N.A. |
v. Risks and Concerns
Execution of projects depends on several factors which include labour
availability, raw material prices, receipt of approvals and regulatory clearances, access
to utilities such as electricity and water, weather conditions and the absence of
contingencies such as litigation. Your Company manages the adversities with cautious
approach, meticulous planning and by engaging established and reputed contractors.
The higher interest environment, and the uncertainty in reduction of
interest rates, is a negative for the industry, also input costs still remain elevated.
vi. Internal Control Systems and their Adequacy
The Company has a well-defined organization structure, documented
policy guidelines, predefined authority levels, and an extensive system of internal
controls system. An independent internal audit firm appointed by the Company conducts
audits to ensure adequacy of internal control systems, adherence to management policies
and compliance with the laws and regulations. The Audit Committee continues to regularly
review Financial Statement and Auditor's report thereon.
vii. Financial Performance
During the year under review Company's operational income is
Rs.2,774.66 lakhs (previous year 2,122.71 lakhs) and other income is Rs. 281.71 lakhs
(previous year Rs. 178.63 lakhs). The Company has incurred a loss of Rs. 92.95 lakhs
during the year (previous year profit of Rs. 117.80 lakhs).
viii. Material development in Human Resources
including number of people employed.
Your Company firmly believes that success of a company comes from good
Human Resources. Employees are considered an important asset and key to its success. The
employee's relation continued to be satisfactory.
As of March 31, 2025, we had 43 permanent employees, as compared to 35
as on March 31, 2024.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
? Mr. Nayankumar Mirani (DIN No.: 00045197) ceased to be Independent
Director of the company effective from 9th February, 2025. The Board of
Directors pursuant to the provisions of Section 149, 152 and all other applicable
provisions of the Companies Act, 2013 (the Act) and the Companies (Appointment and
Qualification of Directors) Rules, 2014, including any statutory modification(s) or
re-enactment thereof from time to time, read with Articles of Association of the Company
and based on the recommendation of the Nomination and Remuneration Committee appointed him
as Non-Executive Non-Independent Additional Director of the Company effect from 14th
February, 2025 as he is eligible for appointment subject to approval of members at the
ensuing Annual General Meeting of the Company.
? Mr. Narayan V. Kamath (DIN 10913871) pursuant to the provisions of
Sections 149, 150, 152 and other applicable provisions, if any, of the Companies Act, 2013
(the Act) and the Rules framed thereunder, read with Schedule IV to the Act, based on the
recommendation of the Nomination and Remuneration Committee, appointed him as an
Additional Director of the Company by the Board with effect from February 14, 2025 under
section 161 of the Act, in the capacity of an Independent Director with effect from
February 14, 2025, who meets the criteria for independence under Section 149(6) of the Act
and Rules made thereunder, and in respect of whom the Company has received a notice under
Section 160 of the Companies Act, 2013 signifying his candidature as an Independent
Director of the Company, be and is hereby appointed as an Independent Director of the
Company, not liable to retire by rotation, for a first term of five (5) consecutive years
effective from February 14, 2025. He holds office upto the date of the ensuing AGM Company
under Section 161 of the Act and he is eligible for appointment. He has submitted a
declaration that he meets the criteria of independence as provided in Section 149(6) of
the Act.
? Mr. Umang Pittie (DIN: 05322022) was appointed by the Board of
Directors at the Board meeting held on 22nd May, 2025 as an Additional Whole
time Director designated as Executive Director based on the recommendation of the
Nomination and Remuneration Committee and pursuant to the provisions of Sections 196, 197,
203 read with Schedule V and all other applicable provisions of the Companies Act, 2013
(‘'the Act”) and the Rules made thereunder and SEBI (Listing Obligations
and Disclosures Requirement) Regulations, 2015 (including any statutory modification (s)
or reenactment (s) thereof for the time being in force), the Articles of Association of
the Company and subject to other consents required, if any, for a period of 3 (three)
years with effect from May 22, 2025, subject to approval of shareholders at the ensuing
Annual General Meeting of the Company.
• Mr. Vaibhav Pittie (DIN: 07643342) was appointed by the Board of
Directors at the Board meeting held on 22nd May, 2025 as an Additional Whole
time Director designated as Executive Director based on the recommendation of the
Nomination and Remuneration Committee and pursuant to the provisions of Sections 196, 197,
203 read with Schedule V and all other applicable provisions of the Companies Act, 2013
(‘'the Act”) and the Rules made thereunder and SEBI (Listing Obligations
and Disclosures Requirement) Regulations, 2015 (including any statutory modification (s)
or reenactment (s) thereof for the time being in force), the Articles of Association of
the Company and subject to other consents required, if any, for a period of 3 (three)
years with effect from May 22, 2025, subject to approval of shareholders at the ensuing
Annual General Meeting of the Company.
• Mr. Shridhar Pittie (DIN No.: 00562400), Chairman & Managing
Director of the Company retires by rotation in accordance with the provisions of Section
152 of the Companies Act, 2013 (Act) at the ensuing Annual General Meeting (AGM) and is
eligible for reappointment.
In terms of Section 203 of the Act, the following are the Key
Managerial Personnel (KMP) of the Company:
• Mr. Shridhar Pittie- Chairman & Managing Director
• Mr. Sajjan Kumar Jhunjhunwala- Chief Financial Officer
• Mr. Akash Joshi- Company Secretary & Compliance Officer
DECLARATION FROM INDEPENDENT DIRECTORS
Mr. Mohan V. Tanksale (DIN: 02971181), Mr. Sandeep G. Gokhale (DIN:
00693885), Mr. Narayan Vinayak Kamath (DIN: 10913871) and Mrs. Ranjana Kaul (DIN No.:
07122917) Independent directors of the Company had submitted declarations that each of
them meet the criteria of independence as provided in sub Section (6) of Section 149 of
the Act and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing
Regulations” and there has been no change in the circumstances which may affect their
status as Independent Director during the year. In the opinion of the Board, the
Independent Directors possess appropriate balance of skills, experience and knowledge, as
required. In terms of Regulation 25(8) of SEBI Listing Regulations, independent directors
have confirmed that they are not aware of any circumstance or situation which exists or
may be reasonably anticipated that could impair or impact their ability to discharge their
duties.
NUMBERS OF MEETINGS OF THE BOARD
During the year 2024-25, six board meetings were convened and held i.e
on 28.05.2024, 07.08.2024, 30.09.2024, 14.11.2024, 28.12.2024 and 14.02.2025. The maximum
interval between the meetings did not exceed the period prescribed under Companies Act,
2013. Details of attendance are attached and form part of the Annual Report.
COMMITTEE OF BOARD OF DIRECTORS
The Committees of the Board have been constituted/ reconstituted in
accordance with the provisions of the Companies Act, 2013. Currently, the Board has the
following Committees:
Audit Committee, Nomination & Remuneration Committee and
Stakeholder Relationship Committee. The details pertaining to composition of meetings held
during the year and the attendance of directors in respect of the meetings of these
Committees are attached and form part of the Annual Report.
WHISTLE BLOWER POLICY / VIGIL MECHANISM
The Company has formulated and published a Whistle Blower Policy to
provide a mechanism (“Vigil Mechanism”) for employees including directors of the
Company to report genuine concerns. The provisions of this policy are in line with the
provisions of the Section 177 (9) of the Act. The Whistle Blower Policy (Vigil Mechanism)
is uploaded on the
Company's website:- http://www.rajabahadur.com
POLICY ON DIRECTORS' APPOINTMENT AND
REMUNERATION AND CRITERIA FOR INDEPENDENT DIRECTORS
The remuneration policy for directors and senior management and the
criteria for selection of candidates for appointment as directors, independent directors,
senior management as adopted by the Board of Directors are placed on the Company's
website at (https://www.rajabahadur.com/coc.php). There has been no change in the policies
since the last fiscal year.
The Board of Directors affirm that the remuneration paid to the
directors is as per the terms laid out in the remuneration policy of the Company.
EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL
DIRECTORS
An annual evaluation of the Board's own performance, Board
Committees and Individual Directors was carried out pursuant to the provisions of the Act
in the following manner:
| Sr. No. Performance evaluation of |
Performance evaluation performed by |
Criteria |
| 1. Each Individual Directors |
Nomination and Remuneration Committee |
Attendance, contribution to the Board and
Committee meetings like preparedness on the issues to be discussed, meaningful and
constructive contribution and guidance provided, key performance aspects in case of
executive directors etc. |
2. Independent Directors |
Entire Board of Directors
excluding the Director who is being evaluated |
Attendance, contribution to
the Board and Committee meetings like preparedness on the issues to be discussed,
meaningful and constructive contribution, and guidance provided etc. |
| 3. Board, and its Committees |
All Directors |
Board composition and structure,
effectiveness of Board processes, Evaluation of risk, look into governance and compliance,
review grievance of investor, check availability of sufficient funds, information and
functioning, fulfilment of key responsibilities, performance of specific duties and
obligations, timely flow of information, contribution to the discussion, etc. The
assessment of committees based on the terms of reference of the committees and
effectiveness of the meetings. |
RISK MANAGEMENT POLICY
The Board of Directors of the Company has framed a risk management
policy and is responsible for reviewing the risk management plan and ensuring its
effectiveness. The audit committee has additional oversight in the area of financial risks
and controls. Major risks identified by the businesses and functions are systematically
addressed through mitigating actions on a continuing basis. More details on risk
management are covered in the Management Discussion and Analysis, forming a part of the
Annual Report.
DIRECTORS RESPONSIBILTY STATEMENT
To the best of their knowledge and belief and according to the
information and explanation obtained, your Directors make the following statements in
terms of Section 134(5) of the Companies Act, 2013:
i. that in the preparation of the annual accounts for year ended 31st
March, 2025, the applicable accounting standards have been followed along with proper
explanation relating to material departures, if any;
ii. that such accounting policies have been selected and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company at the end of the
financial year on 31st March, 2025 and of the loss of the Company for the year
ended on that date;
iii. that proper and sufficient care have been taken for the
maintenance of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
iv. that the annual accounts have been prepared on a ‘going
concern' basis;
v. that proper internal financial controls were in place and that such
internal financial controls are adequate and were operating effectively;
vi. that systems to ensure compliance with the provisions of all
applicable laws were in place and that such systems were adequate and operating
effectively.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate system of internal financial controls
over financial reporting as required under the Act. Internal control systems comprising of
policies and procedures are designed to ensure sound management of your Company's
operations, safekeeping of its assets, optimal utilization of resources, reliability of
its financial information and compliance. The Audit Committee of the Board reviews the
internal control systems with the Management, Internal Auditors and Statutory Auditors.
DETAILS OF SUBSIDIARIES/ JOINT VENTURES/
ASSOCIATES
Raja Bahadurs Realty Limited is wholly owned subsidiary of the Company
is engaged in the business of real estate and property development activities. The salient
features of the financial summary statement in Form AOC - 1 is enclosed as “Annexure
- D.”
The Company does not have any Joint Ventures / Associates.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements have been prepared in accordance
with the provisions of the Section 129 of the Act, read with the Companies (Accounts)
Rules, 2014, applicable Indian Accounting Standards (IND-AS) and the provisions of the
Listing Regulations and forms part of the Annual Report.
DEPOSITS
During the year, the Company has not accepted any public deposits in
terms of Section 73 of the Act.
ANNUAL RETURN
Pursuant to the provisions of Section 134(3)(a) and Section 92 of the
Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 Annual
Return of the Company as at 31st March, 2025 is uploaded on the website of the
Company at Web link: https://www.rajabahadur.com/coc.php.
STATUTORY AUDITORS AND AUDITORS REPORT
Pursuant to the provisions of Section 139 of the Companies Act, 2013
read with the Companies (Audit and Auditors) Rules, 2014, M/s. Jain P.C. & Associates,
Chartered Accountants (FRN No. 126313W) were appointed as Statutory Auditors of the
Company for second term for a period of five years at the 96th AGM held on
08.08.2022 to hold office till the conclusion of the AGM to be held in the year 2027.
M/s. Jain P.C. & Associates, Statutory Auditors have confirmed that
they are not disqualified to act as Auditors and are eligible to hold office as Statutory
Auditors of your Company and they would continue to hold the office of Statutory Auditors
for the financial year 2024-25.
During the year under review, the statutory Auditors had not reported
any matter under Section 143 (12) of the Act, therefore no detail is required to be
disclosed under Section 134 (3)(f) of the Act.
There were no qualification/ adverse remark/ observation of the
statutory Auditors relating to financial statement and they have given unmodified opinion
report.
SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 and other applicable
provisions of the Companies Act, 2013, Parikh & Associates, Practicing Company
Secretaries Secretarial Auditors have issued the Secretarial Auditors' Report and
their report is attached hereto as “Annexure-A”.
SECRETARIAL STANDARDS
The Company has devised proper systems to ensure compliance with the
provisions of all applicable secretarial standards issued by the Institute of Company
Secretaries of India and that such systems are adequate and operating effectively.
COST AUDITORS
The provisions of section 148 are not applicable to the Company for the
year under review and accordingly the maintenance of cost records as specified by the
Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is not
required.
PARTICULARS OF REMUNERATION TO EMPLOYEES
Disclosures with respect to the remuneration of Directors, KMPs and
employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are
given in “Annexure-B” to this Report.
Details of employees remuneration as required under provisions of
Section 197(12) of the Companies Act, 2013 read with Rule 5(2) & 5(3) of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are available on your
Company's website at (https://www.rajabahadur.com/Dis.php).
RELATED PARTY TRANSACTIONS
The Board has framed a policy for related party transactions.
Particulars of transactions with related parties pursuant to Section 134(3)(h) of the Act
read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2 and
the same forms part of this report as “Annexure-C”.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The provisions of Section 135 of the Companies Act, 2013 (“the
Act”) read with Companies (Corporate Social Responsibility Policy) Rules, 2014 are
not applicable to your Company.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The company has in place an Anti-Sexual Harassment Policy in line with
the requirements of The Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and rules made thereunder. All
employees (permanent, contractual, temporary, trainees) are covered under this policy.
The Company has complied with provisions relating to the constitution
of Internal Complaints Committee under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and has not received any complaint of
sexual harassment during the financial year 2024-25.
LISTING FEES
The Company has paid the listing fees to BSE Limited for the year
2025-2026.
INSIDER TRADING REGULATIONS AND CODE OF DISCLOSURE
The Board of Directors has adopted the Code of Practices and Procedures
for Fair Disclosure of Unpublished Price Sensitive Information and Code of Internal
Procedures and Conduct for Regulating, Monitoring and reporting of Trading by Insiders in
accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation,
2015 and is available on our website (www.rajabahadur.com)
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The Company has not given any loans or guarantees or made investments
in contravention of the provisions of the Section 186 of the Companies Act, 2013. The
details of the loans and guarantees given and investments made by the Company are provided
in the notes to the financial statements.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,
FOREIGN EXCHANGE EARNINGS AND OUTGO
In view of nature of business of the Company, particulars regarding
conservation of energy and technology absorption are not given. However, the Company has
taken various measures to conserve energy at all levels.
There was no foreign exchange earnings and outgo during the year under
report. CORPORATE GOVERNANCE REPORT
As per SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 Corporate Governance is not applicable to the Company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS
No significant or material orders were passed by any regulator or court
that would impact the going concern status of the Company and its future operations.
ACKNOWLEDGEMENT
The Board of Directors are thankful to its Bankers and Institutions for
the support and financial assistance from time to time.
Your Directors are pleased to place on record their sincere
appreciation to all the employees of the Company whose untiring efforts have made
achieving its goal possible. Your Directors wish to thank the Central and State
Governments, customers, suppliers, business associates, shareholders for their continued
support and for the faith reposed in your Company.
|
|
For and on behalf of the Board |
|
|
Shridhar Pittie |
|
|
DIN : 00562400 |
|
|
Chairman & Managing Director |
| Place :- |
Mumbai |
|
| Date :- |
May 22, 2025 |
|
|