DIRECTORSRs. REPORT

Dear Shareholder:

Your Directors are pleased to present the 21st Annual Report with the Audited Accounts of the Company for the year ended 31.3.2015.

FINANCIAL HIGHLIGHTS:

OPERATIONS:

During the year, the Company has carried out some activities. However, due to general economic slow down world over and bearish position in the real estate division, the Company has made loss for the financial year. The total income has been stood at Rs. 32.10 Lacs as compared to last year  Rs. 16.46 Lacs. The Company has incurred Net loss after tax of Rs.116.73 Lacs as compared to net loss of Rs. 83.71 Lacs of the last year.

DIVIDEND:

Your Directors regret their inability to recommend any dividend on the equity shares in view of the losses suffered by your Company during the year under review and carried forward losses of earlier years.

RESERVES:

In view of the losses incurred by your Company, no amount has been transferred to general reserve.

FUTURE PROSPECTS:

The Company has expertise in Civil, Construction, Structural Work, etc. of various types of commercial, residential and infrastructure projects. Major thrust on infrastructure development supported by regulatory reforms by the government will also provide considerable opportunities to your Company for achieving business growth in coming years.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board consist of Six (6) members as on 31st March, 2015, Three(3) of whom are Promoter Directors, out of which one is Managing Director, who is also Executive Director and remaining Three(3) are Non-Executive Independent Directors. This results into proper constitution of the Board.

Board Meeting:

Regular meetings of the Board are held at least once in a quarter, inter-alia, to review the quarterly results of the Company. During the year under review, Board of Directors of the Company met 5 times, viz 30th May, 2014, 11th August, 2014, 14th November, 2014, 13th February, 2015 and 27th March, 2015.

The details of number of meetings of Committees held during the FY 2014-15 forms part of Corporate Governance Report.

APPOINTMENT, RESIGNATION AND CESSATION OF DIRECTORS:

Appointment of Independent Director at the AGM

During the year, at the 20th Annual General Meeting 3 (Three) Non-Executive Independent DirectorRs.s namely Mr. Dineshsingh Kshatriya, Mr. Alok Vaidya and Mr. Nirav Desai were appointed as Independent Directors as per Section 149 of the Companies Act, 2013 to hold office for Five Consecutive years for a term up to 31st March, 2019, not liable to retire by rotation.

During the year, Mr. Nirav Desai has resigned as an Independent Director of the Company w.e.f. 14th November, 2014.

Further Pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and Articles of Association of the Company, Mr. Harish Rajput was appointed as an Independent Director designated as an Additional Director w.e.f. 14th November, 2014. and he shall hold office up to the date of the ensuing Annual General Meeting. The Company has received requisite notice in writing from a member proposing Mr. Harish Rajput for appointment as an Independent Director.

Further Mrs. Jahnavi Patel was appointed as an Additional Director w.e.f 27th March, 2015 and shall hold office up to the date of the ensuing Annual General Meeting. The Company has received requisite notice in writing from a member proposing Mrs. Jahnavi Patel for appointment as a Director.

Re-appointments

In accordance with the provisions of the Articles of Association and of the Companies Act 2013, Mr. Praful Patel, Director of the Company, retire by rotation at the ensueing Annual General Meeting and being eligible, offer himself for reappointment.

Declaration by Independent Directors

As required under Section 149(7) all the Independent Directors on the Board of the Company have issued their annual declaration stating that they meet all the criteria of independence as required under the Act.

Details of Key Managerial Personnel:

During the year, Mr. Durgesh Patel has been appointed as the Chief Financial Officer of the Company with effect from 11th August, 2014 and thereafter he has been resigned w.e.f 31st October, 2014. On the same day, Mr. Pranav Patel has been appointed as the Chief Financial Officer of the Company, w.e.f 31st October, 2014.

Mr. Ashish Patel, CEO & Managing Director, Mr. Pranav Shah, Chief Financial Officer and Mr. Mehul Vyas, Company Secretary of the Company are the Key Managerial Personnel as per the provisions of the Companies Act, 2013.

Mr. Mehul Vyas, Company Secretary of the Company has resigned w.e.f 29th May, 2015.

NOMINATION AND REMUNERATION POLICY

A Nomination and Remuneration Policy has been formulated pursuant to the provisions of Section 178 and other applicable provisions of the Companies Act, 2013 and Rules thereto stating therein the CompanyRs.s policy on nomination and remuneration of Directors, Key Managerial Personnel and Senior Management and approved by the Board of Directors at its meeting held on 11.08.2014. The said policy may be referred to, at the CompanyRs.s website at www.radheinfra.com.

BOARD EVALUATION

Clause 49 of the Listing Agreement mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and individual Director. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors excluding the director being evaluated.

A structured questionnaire was prepared after taking into consideration of the various aspects of the BoardRs.s functioning, Composition of the Board and Committees, culture, execution and performance of specific duties, obligation and governance.

The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The Board approved the evaluation results as collated by the nomination and remuneration committee.

The performance evaluation of the Independent Directors was completed. During the year under review, the Independent Directors met on 27th March, 2015 interalia, to discuss:

•Performance evaluation of Non Independent Directors and Board of Directors as a whole;

•Performance evaluation of the Chairman of the Company;

•Evaluation of the quality of flow of information between the Management and Board for effective performance by the Board.

The Board of Directors expressed their satisfaction with the evaluation process.

COMMITTEE OF BOARD

Your Company has several Committees which have been established as part of the best Corporate Governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statutes.

The Company has following Committees of the Board:

•Audit Committee

•Nomination and Remuneration Committee

•StakeholdersRs. Grievances and Relationship Committee

•Share Transfer Committee

A detailed note on the committees with respect to Meeting, composition, powers, terms of reference is provided under the corporate governance report section in this Annual Report.

SUBSIDIARY, JOINT-VENTURE AND ASSOCIATES COMPANIES:

Your Company does not have any subsidiary, joint venture or associate company for the year ended 31st March, 2015.

PUBLIC DEPOSITS:

During the period under review, the Company has not accepted deposits from Shareholders and Public falling within the ambit of Section 73 of the Companies Act, 2013 and rules made there under. Further, As per Section 74 of the Companies Act, 2013, the Company has repaid all the existing Deposit accepted under the Companies Act, 1956. There were no deposits, which were claimed and remained unpaid by the Company as on March 31, 2015.

SHARE CAPITAL:

The Paid up Equity Share Capital as at 31st March, 2015 stood at Rs. 2518/- Lacs. During the year under review, the Company has not issued any further Share Capital.

VIGIL MECHANISM:

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior, actual or suspected fraud or violation of CompanyRs.s Code of Conduct. Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee, in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company.

RISK MANAGEMENT

The Company has set up a risk management framework to identify, monitor, minimize, mitigate and report and also to identify business opportunities. The executive management oversees the risk management framework and the Audit Committee evaluates internal financial controls and risk management systems. In the opinion of Board, there are no risk which may threaten the existence of the Company.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

There were no incidences of sexual harassment reported during the year under review, in terms of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

CORPORATE GOVERNANCE:

Pursuant to clause 49 of the Listing Agreement with the Stock Exchange, a separate section on Corporate Governance and certificate obtained from practicing Chartered Accountant confirming its compliance, is provided separately and forming part of this Report. The Board of Directors supports the basic principles of corporate governance. In addition to this, the board lays strong emphasis on transparency, accountability and integrity.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Your attention is drawn to the perception and business outlook of your management for your company for current year and for the industry in which it operates including its position and perceived trends in near future. The Management Discussion and Analysis Report as required under clause 49 of the Listing Agreement with the Stock Exchange is attached and forms part of this DirectorsRs. Report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY:

There are no material changes and commitments, affecting the financial position of the Company which has occurred between the end of financial year of the Company i.e. 31st March, 2015 and the date of DirectorRs.s Report i.e. 14th August, 2015.

EXTRACT OF ANNUAL RETURN:

Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014 the extract of the Annual Return as at 31st March, 2015 in Form MGT-9 forms part of this Annual Report as Annexure-1.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All the related party transactions that were entered during the financial year were in the Ordinary course of business of the Company and were on armRs.s length basis. There were no materially significant related party transactions entered by the Company with its Promoters, Directors, Key Managerial Personnel or other persons which may have potential conflict with the interest of the Company.

All Related Party transactions are placed before the Audit Committee for approval, wherever applicable. Prior omnibus approval for normal business transactions is also obtained from the Audit Committee for the related party transactions which are of repetitive nature and accordingly the required disclosures are made to the Committee on quarterly basis in terms of the approval of the Committee.

The policy on Related Party Transactions as approved by the Board of Directors is uploaded on the website of the Company All the related party transactions entered into by the Company were in the Ordinary Course of business and were on an armRs.s length basis as provided in Annexure -2

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information relating to Conservation of Energy, Technology Absorption and Foreign Earning and Outgo, as required under Section 134(3)(m) of the Companies Act, 2013 forms part of this annual report as Annexure -3.

PARTICULAR OF EMPLOYEES:

The ratio of remuneration of each Director to the median employeeRs.s remuneration and other details in terms of sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are forming part of this Annual Report as Annexure - 4.

The details as required under section 197(12) of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel), 2014 is not applicable as there is no employee in the company employed throughout the financial year with salary above Rs.60 Lacs p.a. or employed part of the financial year with average salary above Rs. 5 Lacs per month.

Further, there is no employee employed throughout Financial year or part thereof, was in receipt of remuneration of in aggregate is in excess of that drawn by the Managing Director or Whole Time Director or Manager and holds by himself or along with his spouse and dependent children, not less than Two percent (2%) of the Equity Shares of the Company.

FORMATION OF VARIOUS COMMITTEES:

Details of various committees constituted/ reconstituted by the Board of Directors are given in the Corporate Governance Report annexed which forms part of this report.

AUDITORS & AUDITORS REPORT:

At the 20th Annual General Meeting held on 30th September, 2014 the members had approved appointment of M/s. R. Choudhary & Associates, Chartered Accountants,Ahmedabad (Firm Registration No. 101928W) to hold office from the conclusion of the 20th Annual General Meeting until the conclusion of the 23rd Annual General Meeting, (subject to ratification of the appointment by the members, at every Annual General Meeting held after the every 20th Annual General Meeting) on such remuneration plus service tax, out-of-pocket expenses, travelling and living expenses etc., as may be determined by the Board of Directors of the Company.

In accordance with Section 139 of the act, Members are requested to ratify the appointment of the auditors for further one year and accordingly they continue to hold office from the conclusion of the 21st Annual General Meeting until the conclusion of 22nd Annual General Meeting.

Notes forming part of the accounts are self-explanatory and therefore, do not require any further comments.

INTERNAL AUDIT:

M/s. Shah & Patel has been internal Auditor of the Company for the F.Y 2014-15. Internal Auditors are appointed by the Board of Directors of the Company on yearly basis, based on the recommendation of the Audit Committee. The Internal Auditor reports their findings on the internal Audit of the Company to the Audit Committee on a quarterly basis. The Scope of Internal audit is approved by the Audit Committee.

The Company has appointed M/s. Salawat Hundlani and Co., Chartered Accountants, Ahmedabad as an Internal Auditor for the FY 2015-16 in the Board meeting held on 30th May 2015, after obtaining his willingness and eligibility letter for appointment as Internal Auditor of the Company.

SECRETARIAL AUDITOR & THEIR REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had appointed Mr. Tapan Shah, Practicing Company Secretary to undertake the Secretarial Audit of the Company for the FY 2014-15. The Report of the Secretarial Audit Report for the FY 2014-15 is annexed to this Annual Report as Annexure-5.

DIRECTORSRs. RESPONSIBILITY STATEMENT:

As stipulated in Section 134(3)(c) read with sub section 5 of the Companies Act, 2013, Directors subscribe to the "DirectorsRs. Responsibility Statement" and confirm that:

a)In preparation of annual accounts for the year ended 31st March, 2015, the applicable accounting standards have been followed and that no material departures have been made from the same;

b)The Directors had 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 year;

c)The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d)The Directors had prepared the annual accounts for the year ended 31st March, 2015 on going concern basis.

e)The Directors had laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1.Issue of equity shares with differential rights as to dividend, voting or otherwise

2.Issue of shares (including sweat equity shares) to employees of the Company under any scheme including Employee Stock Option Scheme.

3.Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees.

4.Managing Director of the Company is not receiving any remuneration or commission from any other entity, as the Company does not have any subsidiary.

5.No significant and material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and CompanyRs.s operations in future

ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their gratitude for the valuable assistance and co-operation extended by the Bankers, vendors, customers, advisors, the general public and for the valued efforts and dedication shown by the Company employees at all levels. Your Directors also sincerely acknowledge the confidence and faith reposed by the shareholders of the Company.

FOR RADHE DEVELOPERS (INDIA) LIMITED

Praful Patel

Chairman 

Date: 14.08.2015              

REGISTERED OFFICE: First Floor, Chunibhai Chambers, B/H. City Gold (Old Dipali Theatre) Ashram Road, Ahmedabad - 380 009.