Your Directors have pleasure in presenting the Twenty Seventh Annual Report of theCompany on the business and operations of the Company together with the Audited FinancialStatements for the financial year ended 31st March 2022.
1. Financial Performance and Highlights
|Particulars ||March 31 2022 ||March 31 2021 |
|Revenue from Operations (Gross) ||48458663 ||20757382 |
|Other Income ||7115551 ||21261260 |
|Total Revenue ||55574214 ||42018642 |
|Profit before Depreciation Interest and Tax Expenses ||17311762 ||17790938 |
|Less: Finance Cost ||7373782 ||8267413 |
|Profit/(Loss) before Depreciation and Tax Expenses ||9937980 ||9523525 |
|Less: Provision for Depreciation ||2515824 ||4036150 |
|Net Profit/(Loss) before Tax ||7422156 ||5487375 |
|Less: Prior period tax adjustments ||1394042 ||- |
|Less: Current Tax ||- ||- |
|Less: Deferred Tax ||5703784 ||5292333 |
|Net Profit/(Loss) after Tax ||324330 ||195042 |
2. State of Company Affairs
Your Board is optimistic about company's business and hopeful of better performancewith increased revenue in the coming year. There was no change in the nature of businessof Company. However there has been disruption in the normal business due to impact ofCOVID but the management is hopeful that recovery will be smooth.
In view of the losses in Financial Year 2021-22 no dividend is permitted to be paid tothe Members as per the provisions of the Companies Act 2013 ('the Act') and the Rulesframed thereunder.
4. Transfer to Reserves and Surplus
Due to losses in Financial Year 2021-22 no amount has been transferred to Reserves andSurplus.
5. Share Capital
The paid up Equity share capital as at March 31st 2022 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 31st2022 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 & Article 105 to 110 ofArticles of Association of the Company and other applicable provisions of the CompaniesAct 2013 one third of the Board of Directors are liable to retire by rotation shallretire every year and if eligible offer themselves for re-appointment at every AnnualGeneral Meeting. Consequently Mr. Praveen Kumar Baveja Director of the Company is liableto retire by rotation in the forthcoming Annual General Meeting and being eligible offershimself for re-appointment. The Board recommends his re-appointment for the considerationof members of the Company at the ensuing Annual General Meeting. The details of Directorsbeing recommended 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 were changes in the Board of Directors and KMP ofthe Company:
The following are the Key Managerial Personnel of the Company for the Financial Year2021-22:
|S. Name No. ||Designation |
|1 Praveen Kumar Baveja ||Whole Time Director & CEO |
|2 Sudhir Kumar Baveja ||CFO |
|3 Abhishek Bhargav till 30th November 2021 ||CS |
|4 Radhika Bajpai from 20th January 2022. ||CS |
7. Number of meetings of the Board
The Board of the Company has met 5 (Five) times and the details of the number ofmeetings of the Board held during the financial year 2021-22 i.e.25.06.2021 31.08.202113.11.2021 20.01.2022 and 23.02.2022.The intervening gap between the meetings was withinthe period prescribed under the Companies Act 2013.
Details of Attendance during the meetings:
|Name of DIrector ||No of Meeting held ||No of meeting attended |
|Bharti Sinha ||5 ||5 |
|Sumit Dhadda ||5 ||5 |
|Praveen Kumar Baveja ||5 ||5 |
Pursuant to the requirements of Schedule IV of the Companies Act 2013 and the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 a separate meeting ofthe Company was also held on February 23 2022 without the presence of the non-independentdirectors and members of the management to review the performance of non-independentdirectors and members of the management to review the performance of non-independentdirectors and the Board as a whole the performance of the Chairperson of the Company andalso to assess the quality quantity and
timeliness of flow of information between the Company management and the Board.
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.
4. Internal Complaint Committee.
The details of the Committees along with their composition number of meetings andattendance at the meetings are provided below.
|Name of Director ||No of Meeting held ||No of meeting attended |
|Bharti Sinha ||4 ||4 |
|Sumit Dhadda ||4 ||4 |
|Praveen Kumar Baveja ||4 ||4 |
Nomination and Remuneration Committee
|Name of DIrector ||No of Meeting held ||No of meeting attended |
|Bharti Sinha ||2 ||2 |
|Sumit Dhadda ||2 ||2 |
|Praveen Kumar Baveja ||2 ||2 |
Stakeholder Relationship Committee
|Name of DIrector ||No of Meeting held ||No of meeting attended |
|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 framework was developed to give all Board Members an opportunity to evaluate anddiscuss the Board's performance openly from multiple perspectives and enhance governancepractices within the Board. The framework describes the evaluation coverage and theprocess thereof.
Performance Evaluation of the Board and Committees
In respect of the Financial Year ended March 31 2022 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. the evaluation of each of the Board Committees were 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 appointed Independent Directors inthe Board. The details are provided in the Corporate Governance Report.
11. Declaration by an Independent Director(s) and re-appointment 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 2022. Bank Cash and Cash equivalents as at March 31 2022 was at INR17628/-. The Company continues to focus on judicious management of its working capitalreceivables inventories and other working capital parameters were kept under strict checkthrough continuous monitoring.
13. Subsidiary Companies / Joint Venture/Associate Companies
The Company does not have any Subsidiary/Joint Venture/Associate Company as on March31 2022.
(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 Ankit Sinha & Co Company Secretaries (C.P. No. 8574) to undertake theSecretarial Audit of the Company for the Financial Year ended March 31 2022. As requiredunder section 204(1) of the Companies Act 2013 the secretarial audit report submitted bythem in the prescribed form MR-3 is enclosed as annexure-B and forms part of the report.The report is selfexplanatory 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 2021-22.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 andmismanagement if any. In staying true to our values of Strength Performance and Passionand in line with our vision of being one of the most respected companies in India theCompany is committed to the high standards of Corporate Governance and stakeholderresponsibility. The Company has a Whistle Blower Policy to deal with instances of fraudand mismanagement if any. The Whistle Blower Policy ensures that strict confidentialityis maintained whilst dealing with concerns and also that no discrimination will be metedout to any person for a genuinely raised concern. The Vigil Mechanism Policy has beenuploaded on the website of the Company at www.ridingsindia.com.
16. Risk Management
In today's economic environment Risk Management is a very important part of business.The main aim of risk management is to identify monitor and take precautionary measures inrespect of the events that may pose risks for the business. The risk management frameworkis reviewed periodically by the Board and the Audit Committee. Pursuant to section 134 (3)(n) of the Companies Act 2013 & Regulation 17 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the company have developed and implementedRisk management policy for the Company including identification therein of elements ofrisk. Your Company has identified these risks:
a. Interest rate risk
Any increase in interest rate can affect the finance cost. Your Company's dependency oninterest bearing debt is reasonably high therefore risk on account of any unforeseen hikein interest rate is very high.
b. Human resource risk
Your Company's ability to deliver value is dependent on its ability to attract retainand nurture talent. Attrition and non-availability of the required talent resource canaffect the overall performance of the Company. By putting in place production incentiveson time bound basis and evaluating the performance at each stage of work. Also recruitmentis across almost all states of India which helps to mitigate this risk and we do notanticipate any major issue for the coming years.
c. Competition risk
Your Company is exposed to competition risk particularly from large conglomerates. Theincrease in competition can create pressure on margins market share etc. However bycontinuous efforts to enhance the brand image of the Company by focusing on quality costtimely delivery and best client service your Company plans to mitigate the risks soinvolved.
d. Compliance risk
Any default can attract penal provisions. Your Company regularly monitors and reviewsthe changes in regulatory framework tools to avoid any such compliance related risk.
17. 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
Post Lockdown the company was in haul. However the company has gradually gained themomentum which was there in the pre lockdown period.
18. 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.
20. 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.
21. Particulars of Contracts or Arrangements with Related Parties
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. 39 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.
22. Listing with Stock Exchanges
Your Company's shares are listed on the BSE Limited - SME Platform.
23. Corporate Governance
As per Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 a separate section on Corporate Governance practices followed by theCompany together with certificate from the Company's Auditor confirming compliance formsan integral part of this report. (The members hereby noted that according to the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Company being aSME Listed Company of BSE Limited is exempted from the compliance of corporate governancerequirements as provided under regulation 17 to 27 and clauses (b) to (i) ofsub-regulation (2) of regulation 46 and para C D and E of Schedule V) Further themanagement discussion and analysis report and CEO/CFO certificate as prescribed under SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 are also present inthe separate sections forming part of the Annual Report.
24. Environment and Safety
Your Company is driven by principles of sustainability incorporating environmentemployees and society aspects in all our activities. We are focused on employee wellbeingdeveloping safe and efficient products minimizing environmental impact of our operationsand minimizing the impact of our operations on society. Your Company is conscious of theimportance of environmentally clean and safe operations and ensured of all concernedcompliances environmental regulations and preservation of natural resources. We recognizequality and productivity as a prerequisite for its operations and have implemented ISO9001:2015. Continuous efforts to preserve the environment are pursued. Employees'well-being and safety is of paramount importance to us. Creating a safe and healthy workenvironment is the most material issue in our operations. The focus is to continuouslyimprove our health and safety performance. Our operations are comparatively safe and doesnot use significant use of hazardous materials. All our employees are provided withrelevant personal protective equipment according to the nature of work handled. They areimparted with relevant training on safety and handling of the equipment's.
25. 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 2021-22.
26. Director Responsibility Statement
To the best of knowledge and belief and according to the information and to theinformation and explanation obtained by them your directors make the following statementin terms of section 134(3) (c):
a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
b) The directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for that period;
c) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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 the provisions ofall applicable laws and that such systems were adequate and operating effectively.
27. Transfer of Amounts to Investor Education and Protection Fund
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).
28. Management Discussion & Analysis Report The Management Discussion andAnalysis Report as required under regulation 34(3) read with Schedule V of the SEBI(Listing Obligation and Disclosure Requirements) Regulations 2015 is presented in theseparate section forming part of this Annual Report.
29. 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 integral part ofthis report.
30. 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 2021-22.
31. 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.
32. Nomination and Remuneration Policy of Directors Key Managerial Personnel and OtherEmployees
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.
33. 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 to take this opportunity to express appreciation for the hard work and commitmentof the employees of the Company and look forward to their continued co-operation.
The Human Resource agenda continues to remain focused on reinforcing the key thrustareas i.e. being the employer of choice building an inclusive culture and a strong talentpipeline and building capabilities in the organization. To maintain its competitive edgein a highly dynamic industry we recognize the importance of having a workforce which isconsumer-focused performance-driven and future capable. In keeping with this a number ofpolicies and initiatives have been drawn up like regular employee engagement surveysfocusing on objective performance management system with key result areas and performanceindicators. These initiatives ensure a healthy balance between business needs andindividual aspirations.
We ensure that there is full adherence to the code of ethics and fair businesspractices. Ridings provide equal opportunities in all aspects of employment includingrecruitment training work conditions career progression etc. that reconfirms ourcommitment that equal employment opportunity is a component of our growth andcompetitiveness Further we are committed to maintaining a workplace where eachemployee's privacy and personal dignity is respected and protected from offensive orthreatening behavior including violence. The Company believes in empowering its employeesthrough greater knowledge team spirit and developing greater sense of responsibility.
The Company has a policy on Prohibition Prevention and Redressal of Sexual Harassmentof women at workplace and matters connected there with or incidental thereto covering allthe aspects as contained under "The Sexual Harassment of women at workplace(Prohibition Prevention and Redressal) Act 2013". During the year no compliant waslodged.
34. 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.
35. 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 312020 100% of the share capital stands dematerialized.
36. Internal Financial Control
The report on Internal Financial Control form part of Independent Audit report.
37. 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.
The Code lays down the standard procedure of business conduct which is expected to befollowed by the Directors and the designated employees in their business dealings and inparticular on matters relating to integrity in the workplace in business practices and indealings with stakeholders. The Code gives guidance through examples in a given situationand the reporting structure.
All the Board members and the Senior Management personnel have confirmed compliancewith the Code. All Management Staff were given appropriate trainings in this regard.Declaration by Chairman regarding compliance by Board members and senior managementpersonnel with the Company's code of conduct is given in Annexure "G".
38. 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.
39. Payment of Listing Fee
Your Company has paid Annual Listing fee of BSE Limited (SME Exchange) for theFinancial Year 2021-22.
40. 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 |
|Praveen Kumar Baveja Chairman |
|Place: Delhi |
|Dated: 05.09.2022 |