RDB Realty & Infrastructure Ltd (ONF) · Growing hand in hand. Company Overview 01 Directors' Report 17 Management Discussion and Analysis Report 23 Report on Corporate Governance

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 FOUNDATIONSTRONGER 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 Croresin 2012-13

NETREVENUE

` 17.10 Croresin 2012-13

EBIDTA

` 8.23 Croresin 2012-13

PROFITAFTER TAX

` 97.46 Croresin 2012-13

NETWORTH

` 8.74 Croresin 2012-13

CASHPROFIT

2.05 Lacsin 2012-13

TOTALSQ. FEET BUILT

0.47in 2012-13

DEBT-EQUITYRATIO

8Presence in

number of cities

` 3.55 CroresPromotional and

Advertising expenditurein last five years

5.44 Lacs Sq. FeetTotal constructed

area lying asinventory as on

31st March, 2013


04

CHAIRMAN�S 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

which adds to our sustainable

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.

Increasing 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-tangible factors that

contribute to our growth. Our quality

of construction (using high quality raw

materials), our project location (attractive

and viable 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 HANDWITH 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 HANDWITH 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 FOUNDATIONFOR GROWTH

PRESENCE : RDB is today a real estate developer with a pan-Indiapresence. It is currently operating in more than 8 cities with revenuegeneration from all zones.

DIVERSITY : The Company is not just a residential player, but is holistic realestate player with commercial projects also under its belt. In addition, itsrental income from some of the leased properties also forms a substantialpart of the revenue.

VISIONARY : The Company was among the very few to address the dreamsand aspirations of middle-lower income group of people by penetrating intotier-I and tier-II cities.

FINANCIAL SOLIDITY : The Company has maintained its low-debt philosophyon one hand and has increased its networth on the other - a complete win-win situation.

SETTING BENCHMARKS : The Company set new standards in the industryby being among the few players to complete projects on time and strengthenits brand-value.

COST EFFICIENT : The efficient project management team has successfullymaintained the operational costs within the limits, despite having a pan-Indiapresence.

REALISATIONS : Despite addressing a specified group of customers, theCompany has been able to increase its realisations by ` 85.29 Crores over aperiod of 5 years.


11

PROTECTED AGAINSTANTI-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 PROJECTSUNDER 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 CroresDuring the year 2012-2013

Value of projects

in hand

` 90.28 CroresAs 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 COUNTRY�S 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%during the year 2008-09

Share of total revenue

on government projects

65%during the year 2012-13

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

Directors� Report

Management Discusstion

Report on Corporate Governance


Financial Year Financial Year

2012-13 2011-12

Directors� Report

17

RDB Realty & Infrastructure Limited 01 Corporate Overview

17 Board and Management Reports

40 Financial Statements

94 Notice

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

18

AMALGAMATION

A Scheme of Amalgamation of M/s. Pincha Home Builders Private Limited with your Company was sanctioned by the Hon�ble

High Court at Calcutta vide order dated 27th July, 2012. The order of Hon�ble 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




Directors� Report

19




94 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




94 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.

22

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




94 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

Directors� Report




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.


25




94 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 Committeesof 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 :

26

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




94 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

28

Directors� Report




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-à-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.

29




94 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 [email protected].

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

30

Directors� Report




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


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94 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 [email protected]

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




94 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 Mar16,000

16,500

17,000

17,500

18,000

18,500

19,000

19,500

20,000

20,500

Sh

are

Pri

ce (

Hig

h)

BS

E P

rice

(H

igh

)

Share Price (High) BSE Sensex (High)

34

Directors� Report




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: [email protected]

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


35




94 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%ClearingMembers, 1%

Private CorporateBodies, 6%

Banks, Financialinstitutions etc.,

0%

ForeignInstitutionalInvestors, 0%

Promoters andPromoter Group

Banks, Financialinstitutions etc.

ForeignInstitutional

Investors

Private CorporateBodies

NRIs/OCBs

NRIs/OCBs, 0%

Clearing Members Indian Public

Promoters andPromoter 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

2,500976,834

17,043 55,771

2,723,695

-

36

Directors� Report




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


Demat Status as 31st March 2013

52%39%

9%

Share held in CDSL

Share held in NSDL

Shares held in physical form

37




94 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




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 Auditor�s Report

41




94 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.




94 Notice

Balance Sheet as at 31st March, 2013(Amount in `)

As at 31st March, 2013 As at 31st March, 2012Particulars 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)




94 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 % holdingshares held in that class of

shares

No. of shares % holdingheld in that class of

shares

Sl. Name of Equity Shareholder

No.





94 Notice

Notes to Financial Statement(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


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




94 Notice


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




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 ShareShares Fully Paid Amount in (`)

Nos. of Equity Cost of ShareShares Fully Paid Amount in (`)

FaceValue

@

Particulars (Amount in `) (Amount in `)




94 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

Total Capital Profit Sharing(`) 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




94 Notice


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




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




94 Notice


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




57

26. SIGNIFICANT ACCOUNTING POLICIES




94 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 Company�s 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 company�s

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




94 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) � �


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 Company�s 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




94 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




94 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 company�s 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

Balance Sheet


Cash Flow Statement



CONSOLIDATED ACCOUNTS

65




94 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 Auditor�s Report

66

Auditors� Report

Balance Sheet


Cash Flow Statement


Consolidated Independent Auditor�s 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.




94 Notice

Consolidated Balance Sheet as at 31st March, 2013(Amount in `)

As at 31st March, 2013 As at 31st March, 2012Particulars 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)




94 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 holdingshares held in that class of

shares

No. of shares % of holdingheld in that class of

shares

Sl. Name of Equity Shareholder

No.





94 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



Notes to the Consolidated Financial 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




94 Notice


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




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




94 Notice


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



FaceValue

@

Balance Sheet


Cash Flow Statement



Notes to the Consolidated Financial 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

Particulars (Amount in `) (Amount in `)

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%

Total Capital Profit Sharing` Ratio

Total Capital Profit Sharing` 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




94 Notice


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




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




94 Notice


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




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




94 Notice


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 company�s 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





94 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 Company�s 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 company�s 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




94 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 � �



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) � �


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



Notes forming part of the Consolidated Financial Statement(Amount in `)

87




94 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 Company�s 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




94 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 Group�s 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 company�s financial statements.

38. CONTINGENT LIABILITIES

a) On account of Guarantee ` 20,10,18,812/- (Previous Year ` 24,06,73,812/-) issued by the company�s 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




94 Notice

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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




94 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 [email protected] 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




94 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 [email protected] mentioning their

Name and Folio No. The members can also register their e-mail address with the Company by sending an e-mail at

[email protected] 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


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


Notice

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 management�s 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 ([email protected])

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 Company�s 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

Documents

RDB Realty & Infrastructure Ltd (ONF) · Growing hand in hand. Company Overview 01 Directors' Report 17 Management Discussion and Analysis Report 23 Report on Corporate Governance