Your Directors have pleasure in presenting the Annual Report of the Company on thebusiness and operations of the Company together with the Audited Financial Statements forthe financial year ended 31st March 2021.
1. Financial Performance and Highlights
|Particulars ||March 31 2021 ||March 31 2020 |
|Revenue from Operations (Gross) ||20757382 ||54408757 |
|Other Income ||21261260 ||54743147 |
|Total Revenue ||42018642 ||107151904 |
|Profit before Depreciation Interest and Tax Expenses ||17790938 ||(122402696) |
|Less: Finance Cost ||8267413 ||9511208 |
|Profit/(Loss) before Depreciation and Tax Expenses ||9523525 ||(131913903) |
|Less: Provision for Depreciation ||4036150 ||6636590 |
|Net Profit/(Loss) before Tax ||5487375 ||(138550493) |
|Less: Current Tax ||- ||- |
|Less: Deferred Tax ||5292333 ||(34025698) |
|Net Profit/(Loss) after Tax ||195042 ||(104524795) |
2. State of Company Affairs
Your Board is optimistic about company's future business growth and hopeful of betterperformance with increased revenue in the coming year. There was no change in the natureof business of Company. However there has been disruption in the normal business due toimpact of COVID induced restrictions but the same is being mitigated through in housetechnical developments.
To conserve the resources of the Company for its future growth the Board of Directorsof the Company have decided to plough back the profit into business and as such nodividend is recommended for the Financial Year 2020-21.
4. Transfer to Reserves and Surplus
Your Directors do not propose to transfer any amount to the Reserves.
5. Share Capital
The paid up Equity share capital as at March 31st 2021 stood at 124.40Lakhs. During the year under review the Company has not issued shares with differentialvoting rights nor has granted any stock option or sweat equity shares. As on March 312021 none of the Directors of the Company held instruments convertible into equity sharesof the Company.
6. Directors and Key Managerial Personnel
In accordance with the provisions of section 149 152 & Articles of Association ofthe Company and other applicable provisions of the Companies Act 2013 one third of theBoard of Directors are liable to retire by rotation shall retire every year and ifeligible offer themselves for re-appointment at every Annual General Meeting.Consequently Mr. Praveen Kumar Baveja Director of the Company is liable to retire byrotation in the forthcoming Annual General Meeting and being eligible offers himself forre-appointment. The Board recommends his re-appointment for the consideration of membersof the Company at the ensuing Annual General Meeting. The details of Directors beingrecommended for re-appointment as required under the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 are contained in the accompanying Noticeconvening the ensuing Annual General Meeting of the Company. Appropriate Resolution(s)seeking your approval to the reappointment of Directors are also included in the Notice.During the year under review there was no change in the Board of Directors and KMP of theCompany:
4 The following are the Key Managerial Personnel of the Company for the Financial Year2020-21:
|S. No. Name ||Designation |
|1 Praveen Kumar Baveja ||Whole Time Director & CEO |
|2 Sudhir Kumar Baveja ||CFO |
|3 Abhishek Bhargav ||CS |
7. Number of meetings of the Board
The Board of the Company has met 5 (Five) times during the financial year 2020-21 i.e.31.07.2020 12.08.2020 01.09.2020 11.11.2020 and 15.03.2021. The intervening gap betweenthe meetings was within the period prescribed under the Companies Act 2013.
Attendance of Directors during the year:
|Name of Director ||No. of meeting attended ||No. of meeting held |
|Bharti Sinha ||5 ||5 |
|Sumit Dhadda ||5 ||5 |
|Praveen Kumar Baveja ||5 ||5 |
8. Committees of the Board
The Board of Directors has the following committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholder's Relationship Committee.
The details of the Committees along with their composition number of meetings andattendance at the meetings are provided below:
| ||Audit Committee || |
|Name of Director ||No. of meeting attended ||No. of meeting held |
|Bharti Sinha ||4 ||4 |
|Sumit Dhadda ||4 ||4 |
|Praveen Kumar Baveja ||4 ||4 |
Nomination and Remuneration Committee
|Name of Director ||No. of meeting attended ||No. of meeting held |
|Bharti Sinha ||2 ||2 |
|Sumit Dhadda ||2 ||2 |
|Praveen Kumar Baveja ||2 ||2 |
Stakeholder's Relationship Committee
|Name of Director ||No. of meeting attended ||No. of meeting held |
|Bharti Sinha ||1 ||1 |
|Sumit Dhadda ||1 ||1 |
|Praveen Kumar Baveja ||1 ||1 |
9. Formal Annual Evaluation
Meeting the requirements of the statute and considering Board Performance Evaluationsas an important step for a Board to transit to a higher level of performance theNomination and Remuneration Committee has laid down a comprehensive framework for carryingout the evaluations prescribed in the Companies Act 2013 and the Regulation 17(10) ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The frameworkhas been developed to give all Board Members an opportunity to evaluate and discuss theBoard's performance openly from multiple perspectives and enhance governance practiceswithin the Board. The framework describes the evaluation coverage and the process thereof.(Attached as Annexure-A)
Performance Evaluation of the Board and Committees
In respect of the Financial Year ended March 31 2021 the Board conducted itsself-evaluation that of its committees and all of its members. Some of the parameterswhich were taken into account while conducting Board evaluation were: Leadershipinitiative Initiative in terms of new ideas and planning for the Company Professionalskills problem solving and decision making Compliance with policies of the Companyethics code of conduct etc. Evaluation of each of the Board Committees was done onparameters such as Committee meetings are conducted in a manner that encourages opencommunication meaningful participation and timely resolution of issues etc.
Performance Evaluation of Non-Independent Directors
The performance evaluation of the Chairperson and the Non-Independent Directors werecarried out by the Independent Directors considering aspects such as Attendance andparticipation in the meetings raising of concerns to the Board safeguard of confidentialinformation rendering independent and unbiased opinion and resolution of issues at themeeting initiative in terms of new Ideas and planning for the Company safeguardinginterest of whistle-blowers under vigil mechanism etc.
It was assessed that the Board as a whole together with each of its committees wasworking effectively in performance of its key functions- effective in developing acorporate governance structure that allows and encourages the Board to fulfill itsresponsibilities effective for identifying material risks and reporting materialviolation of policies and law etc.
10. Familiarization Program for Directors
The Company had organized orientation program for newly appointed Independent Directorsin the Board.
11. Declaration by an Independent Director(s) and reappointment if any
All Independent Directors have given declarations that they meet the criteria ofindependence as provided in Section 149(6) of the Companies Act 2013 and Regulation 16(b)of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
12. Finance and Accounts
Your Company prepares its Financial Statements in accordance with Accounting Standardsprescribed under section 133 of the Companies Act 2013 read with the relevant rulesissued there under and other Accounting principles generally accepted in India. Theestimates and judgments relating to the Financial Statements are made on a prudent basisso as to reflect in a true and fair manner. The form and substance of transactionsreasonably present the Company's state of affairs profits and cash flows for the yearended March 31 2021. The Company continues to focus on judicious management of itsworking capital receivables inventories and other working capital parameters were keptunder strict check through continuous monitoring.
13. Subsidiary Companies / Joint Venture/Associate
The Company does not have any Subsidiary/Joint Venture/Associate Company as on March31 2021.
(A) Statutory Auditor
M/s. NKSC & Co. Chartered Accountants (FRN- 020076N) were appointed by theshareholders at the 23rd Annual General Meeting to hold office until theconclusion of the 6th consecutive Annual General Meeting.
(B) Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Jasleen Kaur and Associates Company Secretaries (C.P. No. 10627) to undertakethe Secretarial Audit of the Company for the Financial Year ended March 31 2021. Asrequired under section 204(1) of the Companies Act 2013 the secretarial audit reportsubmitted by them in the prescribed form MR-3 is enclosed as annexure-B and forms part ofthe report. The report is self-explanatory and do not call for any further comments.
As per the requirements of the Central Government and pursuant to Section 148 of theCompanies Act 2013 read with Companies (Cost Records and Audit) Rules 2014 as amendedfrom time to time your Company hereby confirms that we do not fall under the ambit ofprescribed companies required to appoint cost auditor for the financial year 2020-21.Further pursuant to the provisions of Section 148(1) of the Companies Act 2013maintenance of cost record have been specified by Central Government and such amount andrecord if any have been maintained by the Company.
Pursuant to the provisions of section 138 and any other applicable provisions of theCompanies Act 2013 and the rules made there under M/s Godani Bansal & Co. CharteredAccountants have been appointed as an Internal Auditor.
15. Vigil Mechanism/ Whistle Blower Policy
In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013The Company has a vigil mechanism named Whistle Blower
Policy to deal with instance of fraud and mismanagement if any. In staying true to ourvalues of Strength Performance and Passion and in line with our vision of being one ofthe most respected companies in India the Company is committed to the high standards ofCorporate Governance and stakeholder responsibility. The Company has a Whistle BlowerPolicy to deal with instances of fraud and mismanagement if any. The Whistle BlowerPolicy ensures that strict confidentiality is maintained whilst dealing with concerns andalso that no discrimination will be meted out to any person for a genuinely raisedconcern. The Vigil Mechanism Policy has been uploaded on the website of the Company atwww.ridingsindia.com.
16. Risk Management
The Company has put in place Risk Management Policy and Procedures for identificationassessment management monitoring and minimization of risks. It has identified potentialrisks under various categories like Business Dynamics Operations LiquidityMarket/Industry Human Resources Systems and Disaster Management. The Company isperiodically reviewing the risks and their identification assessment monitoring andmitigation procedures. It does not perceive any major technological operationalfinancial or environmental risks in the near future.
17. Extract of Annual Return
Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act 2013 theAnnual Return of the Company is available on the Company's website atwww.ridingsindia.com.
18. Material changes and commitments if any affecting the financial position of theCompany which have occurred between the end of the financial year of the Company to whichthe financial statements relate and the date of the report
There have been no material changes and commitments affecting the financial position ofyour Company between the end of the Financial Year and date of this report.
19. Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operation in future
There were/are no significant and material order passed by the regulators/court thatcould impact the going concern status of the Company and its future operations.
Your Company has not received any deposits within the meaning of Section 73 to 76 ofthe Companies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.
21. Particulars of Loans Guarantees or Investments
Details of Loan Guarantees and investment covered under the provisions of section 186of the Companies Act 2013 are given in the notes to Financial Statements.
22. Particulars of Contracts or Arrangements with
All transactions entered with the related parties during the financial year were in theordinary course of business and on Arm length basis and do not attract the provisions ofSection 188 of Companies Act 2013 and rules made there under. Disclosure in form AOC-2 interms of section 134 of the Companies Act 2013 and its rules in the Annexure- C formspart of this report. Related party transactions have been disclosed under the Note. 36 ofsignificant accounting policies and notes forming part of the financial statements inaccordance with "Accounting Standards". None of the transactions with relatedparties were in conflict with the interest of the Company. All the transactions are in thenormal course of business and have no potential conflict with the interest of the Companyat large and are carried out on an arm's length basis or fair value.
23. Listing with Stock Exchanges
Your Company's shares are listed on the BSE Limited SME Platform.
24. Corporate Governance
Your Company provides utmost importance on best Governance Practices and are designedto act in the best interest of its stakeholders. Better Governance practice enables theCompany to introduce more effective internal controls suitable to the changing nature ofbusiness operations improve performance and also provide an opportunity to increasestakeholders understanding of the key activities and policies of the organization. YourCompany has incorporated the appropriate standards for Corporate Governance. Pursuant toRegulation 15(2) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015 the Company is not required to mandatorily comply withthe provisions of certain regulations of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. Hence company is not filing Corporate Governance Reportto stock exchange quarterly and not providing Corporate Governance Report as part of thisAnnual Report.
25. Environment and Safety
Your Company is driven by principles of sustainability incorporating environmentemployees and society aspects in all our activities. We are focused on employeewell-being developing safe and efficient products minimizing environmental impact of ouroperations and minimizing the impact of our operations on society. Your Company isconscious of the importance of environmentally clean and safe operations and ensured ofall concerned compliances environmental regulations and preservation of naturalresources. We recognize quality and productivity as a prerequisite for its operations andhave implemented ISO 9001:2015. Continuous efforts to preserve the environment arepursued. Employees' well-being and safety is of paramount importance to us. Creating asafe and healthy work environment is the most material issue in our operations. The focusis to continuously improve our health and safety performance. Our operations arecomparatively safe and does not use significant use of hazardous materials. All ouremployees are provided with relevant personal protective equipment according to the natureof work handled. They are imparted with relevant training on safety and handling of theequipment.
26. Corporate Social Responsibility Initiatives
As per provisions of Section 135 of the Companies Act 2013 and rules made thereunderthe CSR is not applicable on your Company for the financial year 2020-21.
27. Director Responsibility Statement
To the best of knowledge and belief and according to the information and explanationobtained by them your directors make the following statement in terms of section 134(3)(c):
a) In the preparation of the annual accounts the applicable accountingstandards had been followed along with proper explanation relating to material departures;
b) The directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and loss of the Company for that period;
c) The directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
d) The directors had prepared the annual accounts on a going concern basis;
e) The directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.
f) The directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
28. Transfer of Amounts to Investor Education and
Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there was no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).
29. Management Discussion & Analysis Report
The Management Discussion and Analysis Report as required under regulation 34(3) readwith Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations2015 is presented in the separate section forming part of this Annual Report.
30. Conservation of Energy Technology Absorption and Foreign Exchange Earnings andOutgo
As per Section 134(3) of the Companies Act 2013 read with rule 8(3) of the Companies(Accounts) Rules 2014 the information on conservation of energy technology absorptionand foreign exchange earnings and outgo is annexed in Annexure D' as an integralpart of this report.
31. Business Responsibility Report
The Business Responsibility Reporting as required under Regulation 34(2) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 is not applicable toyour Company for the financial year 2020-21.
32. Internal Control Systems and their Adequacy
The Company has adequate internal control systems commensurate with the size of itsoperations. Adequate records and documents are maintained as required by laws. The Auditcommittee reviews adequacy and effectiveness of the Company's internal control environmentand monitors the implementation of audit recommendations. The Audit committee givesvaluable suggestions from time to time for improvement of the Company's businessprocesses systems and internal records. All efforts are being made to make the internalcontrol systems more effective.
33. Nomination and Remuneration Policy of Directors
Key Managerial Personnel and Other Employees
In adherence of Section 178(1) of the Companies Act 2013 the Board of Directors haveapproved a policy on Directors' appointment and remuneration including criteria fordetermining qualifications positive attributes independence of a director and othermatters provided under Section 178(3) based on the recommendations of the Nomination andRemuneration Committee. The broad parameters covered under the policy are- Objective Roleof Committee Appointment and removal of Directors/KMP/Senior Management Terms &Tenure Evaluation policy for remuneration to Directors/KMP/Senior Management Personneletc. The Company's policy relating to appointment of Directors payment of managerialremuneration Directors' qualifications positive attributes independence of Directorsand other related matters as provided under Section 178(3) of the Companies Act 2013 isfurnished in Annexure-E and forms part of this report.
34. Human Resource Management Health and Safety
At Ridings Consulting Engineers India Limited we consider our employees as the mostvaluable resource and ensure strategic alignment of Human Resource practices to businesspriorities and objectives. Our constant endeavor is to invest in people and peopleprocesses to improve human capital for the organization and service delivery to ourcustomers. Attracting developing and retaining the right talent will continue to be astrategic imperative and the organization continues its undivided attention towards that.We would like to take this opportunity to express appreciation for the hard work andcommitment of the employees of the Company and look forward to their continuedco-operation. To maintain competitive edge in this highly dynamic industry we recognizethe importance of having a workforce which is performance-driven and future capable. Inkeeping with this a number of policies and initiatives have been drawn up like regularemployee engagement surveys focusing on objective performance management system with keyresult areas and performance indicators. These initiatives ensure a healthy balancebetween business needs and individual aspirations. The Company has a policy onProhibition Prevention and Redressal of Sexual Harassment of women at workplace andmatters connected there with or incidental thereto covering all the aspects as containedunder "The Sexual Harassment of women at workplace (Prohibition Prevention andRedressal) Act 2013". During the year no compliant was lodged.
35. Particulars of Employees
In terms of provisions of Section 197(12) of the Companies Act 2013 read with Rule5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 none of the employees are drawing remuneration in excess of the limits set outin the said rules. Further the disclosures pertaining to remuneration and other detailsas required under section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed inAnnexure F' as an integral part of this report.
36. Dematerialization of Shares
The Shares of the Company are being traded in electronic form and the Company hasestablished connectivity with both the depositories i.e. National Securities DepositoryLimited (NSDL) and Central Depository Services (India) Limited (CDSL). As on March 312021 100% of the share capital stands dematerialized.
37. Internal Financial Control
The report on Internal Financial Control form part of Independent Audit report.
38. Code of Conduct
The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe Company. The Company believes in "Zero Tolerance" against bribery/corruption and unethical dealings/behaviors of any form and the Board has laid down thedirectives to counter such acts. The Code has been posted on the Company's websitewww.ridingsindia.com. All the Board members and the Senior Management personnel haveconfirmed compliance with the Code. All Management Staff were given appropriate trainingsin this regard. Declaration by Chairman regarding compliance by Board members and seniormanagement personnel with the Company's code of conduct is given in Annexure"G". 39. Prevention of Insider Trading
The Company has adopted a Code of Conduct for prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in Company's shares and prohibits thepurchase or sale of Company shares by the Directors and the designated employees while inpossession of unpublished price sensitive information in relation to the Company andduring the period when the trading window was closed. The Board is responsible forimplementation of the code. All Board Directors and the designated employees haveconfirmed compliance with the Code.
40. Payment of Listing Fee
Your Company has paid Annual Listing fee of BSE Limited (SME Exchange) for theFinancial Year 2020-21.
41. Cautionary Statement
Statements in this report describing the Company's objectives expectations and/oranticipations may be forward looking within the meaning of applicable Securities Law andOther laws & regulations. Actual results may differ materially from those stated inthe statement. Important factors that could influence the Company's operations includeglobal and domestic supply and demand conditions Changes in government policiesregulations tax laws economic developments within the country and outside and otherfactors such as litigation and industrial relations. The Company assumes no responsibilityin respect of the forward looking statements which may undergo changes in the future onthe basis of subsequent developments information or events.
The Directors of the Company acknowledge with a deep sense of gratitude for thecontinued support extended by investors customers Business Associates bankers andVendors. Your Directors place on record their appreciation for the significantcontribution made by the employees at all levels through their hard work and dedication.The Directors also thanks the various Government and Regulatory Authorities and last butnot the least the Shareholders for their patronage support and faith in the Company. TheBoard looks forward to their continued support in the years to come.
|By order of the Board || |
|For Ridings Consulting ||Engineers India |
|Limited || |
|Sd/- || |
|Praveen Kumar Baveja || |
|Chairman || |
|Place: Delhi || |
|Dated: 31.08.2021 || |