Ridings Consulting Engineers India Ltd.
|BSE: 541151||Sector: Others|
|NSE: N.A.||ISIN Code: INE314Z01014|
|BSE 00:00 | 08 Oct||18.50||
|NSE 05:30 | 01 Jan||Ridings Consulting Engineers India Ltd|
Ridings Consulting Engineers India Ltd. (RIDINGSCONSULT) - Director Report
Company director report
Your Directors have pleasure in presenting the Twenty Fourth AnnualReport of the Company on the business and operations of the Company together with theAudited Financial Statements for the financial year ended 31st March 2019.
1. Financial Performance and Highlights
2. State of Company Affairs
Your Board is optimistic about company's business and hopeful ofbetter performance with increased revenue in the coming year. There was no change in thenature of business of Company.
Since the organization was not able to generate profits out of itsoperations the Board of Directors of the Company have decided not to recommend anydividend for FY 2018-19.
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 2019stood at 124.40 Lakhs. During the year under review the Company has not issued shareswith differential voting rights nor has granted any stock option or sweat equity shares.As on March 31 2019 none of the Directors of the Company held instruments convertibleinto equity shares of the Company.
6. Directors and Key Managerial Personnel
In accordance with the provisions of section 149 152 & Article 105to 110 of Articles of Association of the Company and other applicable provisions of theCompanies Act 2013 one third of the Board of Directors are liable to retire by rotationshall retire every year and if eligible offer themselves for re-appointment at everyAnnual General Meeting. Consequently Mr. Praveen Kumar Baveja Director of the Company isliable to retire by rotation in the forthcoming Annual General Meeting and being eligibleoffers himself for reappointment. The Board recommends his reappointment for theconsideration of members of the Company at the ensuing Annual General Meeting. The detailsof Directors being recommended for re-appointment as required under the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 are contained in theaccompanying Notice convening the ensuing Annual General Meeting of the Company.Appropriate Resolution(s) seeking your approval to the reappointment of Directors are alsoincluded in the Notice. During the year under review the following were the changes inthe Board of Directors and KMP of the Company:
1. Mr. Raj Kumar resigned from the post of directorship with effectfrom October 1 2018.
2. Mr. Sain Ditta Baveja ceased to be Chairman and Director with effectfrom February 2 2019 due to his untimely demise. The following are the Key ManagerialPersonnel of the Company for the Financial Year 2018-19:
7. Number of meetings of the Board
The Board of the Company has met 11 (Eleven) times and the details ofthe number of meetings of the Board held during the financial year 2018-19 forms part ofthe Corporate Governance Report. The intervening gap between the meetings was within theperiod prescribed under the Companies Act 2013. Pursuant to the requirements of ScheduleIV of the Companies Act 2013 and the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a separate meeting of the Company was also held on March28 2019 without the presence of the non-independent directors and members of themanagement to review the performance of non-independent directors and members of themanagement to review the performance of non-independent directors and the Board as awhole the performance of the Chairperson of the Company and also to assess the qualityquantity and timeliness of flow of information between the Company management and theBoard.
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 ofmeetings and attendance at the meetings are provided in the Corporate Governance Report.
9. Formal Annual Evaluation
Meeting the requirements of the statute and considering BoardPerformance Evaluations as an important step for a Board to transit to a higher level ofperformance the Nomination and Remuneration Committee has laid down a comprehensiveframework for carrying out the evaluations prescribed in the Companies Act 2013 and theRegulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 The framework was developed to give all Board Members an opportunity to evaluate anddiscuss the Board's performance openly from multiple perspectives and enhancegovernance practices within the Board. The framework describes the evaluation coverage andthe process thereof.
Performance Evaluation of the Board and Committees
In respect of the Financial Year ended March 31 2019 the Boardconducted its self-evaluation that of its committees and all of its members. Some of theparameters which were taken into account while conducting Board evaluation were:Leadership initiative Initiative in terms of new ideas and planning for the CompanyProfessional skills problem solving and decision making Compliance with policies of theCompany ethics code of conduct etc. the evaluation of each of the Board Committees weredone on parameters such as Committee meetings are conducted in a manner that encouragesopen communication meaningful participation and timely resolution of issues etc.
Performance Evaluation of Non-Independent Directors
The performance evaluation of the Chairman and the Non-IndependentDirectors were carried out by the Independent Directors considering aspects such asAttendance and participation in the meetings raising of concerns to the Board safeguardof confidential information rendering independent and unbiased opinion and resolution ofissues at the meeting initiative in terms of new Ideas and planning for the Companysafeguarding interest of whistle-blowers under vigil mechanism etc.
It was assessed that the Board as a whole together with each of itscommittees was working effectively in performance of its key functions- effective indeveloping a corporate governance structure that allows and encourages the Board tofulfill its responsibilities effective for identifying material risks and reportingmaterial violation of policies and law etc.
10. Familiarization Program for Directors
The Company had organized orientation program for newly appointedIndependent Directors in the Board. The details are provided in the Corporate GovernanceReport.
11. Declaration by an Independent Director(s) and re-appointment ifany
All Independent Directors have given declarations that they meet thecriteria of independence as provided in Section 149(6) of the Companies Act 2013 andRegulation 16(b) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
12. Finance and Accounts
Your Company prepares its Financial Statements in accordance withAccounting Standards prescribed under section 133 of the Companies Act 2013 read with therelevant rules issued there under and other Accounting principles generally accepted inIndia. The estimates and judgments relating to the Financial Statements are made on aprudent basis so as to reflect in a true and fair manner. The form and substance oftransactions reasonably present the Company's state of affairs profits and cashflows for the year ended March 31 2019. Bank Cash and Cash equivalents as at March 312019 was at Rs. 708727/-. 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
The Company does not have any Subsidiary/Joint Venture/AssociateCompany as on March 31 2019.
(A) Statutory Auditor
M/s. NKSC & Co. Chartered Accountants (FRN- 020076N) wereappointed by the shareholders at the 23rd Annual General Meeting to hold officeuntil the conclusion of the 6th consecutive Annual General Meeting.
(B) Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act 2013and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany has appointed Jasleen Kaur and Associates Company Secretaries (C.P. No. 10627) toundertake the Secretarial Audit of the Company for the Financial Year ended March 312019. As required under section 204(1) of the Companies Act 2013 the secretarial auditreport submitted by them in the prescribed form MR-3 is enclosed as annexure-B and formspart of the report. The report is self-explanatory and do not call for any furthercomments.
As per the requirements of the Central Government and pursuant toSection 148 of the Companies Act 2013 read with Companies (Cost Records and Audit) Rules2014 as amended from time to time your Company hereby confirms that we do not fall underthe ambit of prescribed companies required to appoint cost auditor for the financial year2018-19. 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 applicableprovisions of the Companies Act 2013 and the rules made there under M/s R S Poddar &Co. Chartered Accountants have been appointed as an Internal Auditor.
15. Vigil Mechanism/ Whistle Blower Policy
In pursuant to the provisions of section 177(9) & (10) of theCompanies Act 2013 The Company has a vigil mechanism named Whistle Blower Policy to dealwith instance of fraud and mismanagement if any. In staying true to our values ofStrength Performance and Passion and in line with our vision of being one of the mostrespected companies in India the Company is committed to the high standards of CorporateGovernance and stakeholder responsibility. The Company has a Whistle Blower Policy to dealwith instances of fraud and mismanagement if any. The Whistle Blower Policy ensures thatstrict confidentiality is maintained whilst dealing with concerns and also that nodiscrimination will be meted out to any person for a genuinely raised concern. The VigilMechanism Policy has been uploaded on the website of the Company at www.ridingsindia.com.
16. Risk Management
In today's economic environment Risk Management is a veryimportant part of business. The main aim of risk management is to identify monitor andtake precautionary measures in respect of the events that may pose risks for the business.The risk management framework is reviewed periodically by the Board and the AuditCommittee. Pursuant to section 134 (3) (n) of the Companies Act 2013 & Regulation 17of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the companyshould have developed and implemented Risk management policy for the Company includingidentification therein of elements of risk. Your Company has identified these risks:
a. Interest rate risk
Any increase in interest rate can affect the finance cost. YourCompany's dependency on interest bearing debt is reasonably high therefore risk onaccount of any unforeseen hike in interest rate is very high.
b. Human resource risk
Your Company's ability to deliver value is dependent on itsability to attract retain and nurture talent. Attrition and non-availability of therequired talent resource can affect the overall performance of the Company. Bycontinuously benchmarking of the best HR practices across the industry and carrying outnecessary improvements to attract and retain the best talent. By putting in placeproduction incentives on time bound basis and evaluating the performance at each stage ofwork. Also recruitment is across almost all states of
India which helps to mitigate this risk and we do not anticipate anymajor issue for the coming years.
c. Competition risk
Your Company is exposed to competition risk particularly from largeconglomerates. The increase in competition can create pressure on margins market shareetc. However by continuous efforts to enhance the brand image of the Company by focusingon quality cost timely delivery and best customer service your Company plans tomitigate the risks so involved.
d. Compliance risk
Any default can attract penal provisions. Your Company regularlymonitors and reviews the changes in regulatory framework tools to avoid any suchcompliance related risk.
17. Extract of Annual Return
As required pursuant to Section 92(3) of the Companies Act 2013 andRule 12(1) of the Companies (Management and Administration) Rules 2014 extract of AnnualReturn in Form MGT-9 is included in this report as Annexure- C and forms an integral partof this report.
18. Material changes and commitments if any affecting the financialposition of the Company which have occurred between the end of the financial year of theCompany to which the financial statements relate and the date of the report
There has been no material change or commitments which might affect thefinancial position of the Company between the end date of the financial year and the dateof this report.
19. Details of significant and material orders passed by the regulatorsor courts or tribunals impacting the going concern status and Company's operation infuture
There were/are no significant and material order passed by theregulators/court that could impact the going concern status of the Company and its futureoperations.
Your Company has not received any deposits within the meaning ofSection 73 to 76 of the
Companies Act 2013 and the Companies (Acceptance of Deposits) Rules2014.
21. Particulars of Loans Guarantees or
Details of Loan Guarantees and investment covered under the provisionsof section 186 of 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 financialyear were in the ordinary course of business and on Arm length basis and do not attractthe provisions of Section 188 of Companies Act 2013 and rules made there under.Disclosure in form AOC-2 in terms of section 134 of the Companies Act 2013 and its rulesin the Annexure- D forms part of this report. Related party transactions have beendisclosed under the Note. 39 of significant accounting policies and notes forming part ofthe financial statements in accordance with "Accounting Standards". None of thetransactions with related parties were in conflict with the interest of the Company. Allthe transactions are in the normal course of business and have no potential conflict withthe interest of the Company at large and are carried out on an arm's length basis orfair value.
23. Listing with Stock Exchanges
Your Company's shares are listed on the BSE Limited SMEPlatform.
24. Corporate Governance
As per Regulation 34(3) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a separate section on Corporate Governance practicesfollowed by the Company together with certificate from the Company's Auditorconfirming compliance forms an integral part of this report. (The members hereby notedthat according to the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the Company being a SME Listed Company of BSE Limited is exempted from thecompliance of corporate governance requirements as provided under regulation 17 to 27 andclauses (b) to (i) of sub-regulation (2) of regulation 46 and para C D and E of ScheduleV) Further the management discussion and analysis report and CEO/CFO certificate asprescribed under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015are also present in the separate sections forming part of the Annual Report.
25. Environment and Safety
Your Company is driven by principles of sustainability incorporatingenvironment employees and society aspects in all our activities. We are focused onemployee well-being developing safe and efficient products minimizing environmentalimpact of our operations and minimizing the impact of our operations on society. YourCompany is conscious of the importance of environmentally clean and safe operations andensured of all concerned compliances environmental regulations and preservation ofnatural resources. We recognize quality and productivity as a prerequisite for itsoperations and have implemented ISO 9001:2015. Continuous efforts to preserve theenvironment are pursued. Employees' well-being and safety is of paramount importanceto us. Creating a safe and healthy work environment is the most material issue in ouroperations. The focus is to continuously improve our health and safety performance. Ouroperations are comparatively safe and does not use significant use of hazardous materials.All our employees are provided with relevant personal protective equipment according tothe nature of work handled. They are imparted relevant training on safety and handling ofthe equipment's.
26. Corporate Social Responsibility Initiatives
As per provisions of Section 135 of the Companies Act 2013 and rulesmade thereunder the CSR is not applicable on your Company for the financial year 2018-19.
27. Director Responsibility Statement
To the best of knowledge and belief and according to the informationand to the information and explanation obtained by them your directors make the followingstatement in terms of section 134(3) (c): a) In the preparation of the annualaccounts the applicable accounting standards had been followed along with properexplanation relating to material departures; b) The directors had selected suchaccounting policies and applied them consistently and made judgments and estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company at the end of the financial year and of the profit and loss of the Company forthat period; c) The directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities; d) The directors had prepared the annual accounts on a goingconcern basis; e) The directors had laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively. f) The directors had devised proper systems to ensurecompliance with the provisions of all applicable laws and that such systems were adequateand operating effectively.
28. Transfer of Amounts to Investor Education and Protection Fund
Your Company did not have any funds lying unpaid or unclaimed for aperiod of seven years. Therefore there was no funds which were required to be transferredto Investor Education and Protection Fund (IEPF).
29. Management Discussion & Analysis Report
The Management Discussion and Analysis Report as required underregulation 34(3) read with Schedule V of the SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015 is presented in the separate section forming part of thisAnnual Report.
30. Conservation of Energy Technology
Absorption and Foreign Exchange Earnings and Outgo
As per Section 134(3) of the Companies Act 2013 read with rule 8(3) ofthe Companies (Accounts) Rules 2014 the information on conservation of energytechnology absorption and foreign exchange earnings and outgo is annexed in AnnexureE' as an integral part of this report.
31. Business Responsibility Report
The Business Responsibility Reporting as required under Regulation34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 isnot applicable to your Company for the financial year 2018-19.
32. Internal Control Systems and their Adequacy
The Company has adequate internal control systems commensurate withthe size of its operations. Adequate records and documents are maintained as required bylaws. The Audit committee reviews adequacy and effectiveness of the Company'sinternal control environment and monitors the implementation of audit recommendations. TheAudit committee gives valuable suggestions from time to time for improvement of theCompany's business processes systems and internal records. All efforts are beingmade to make the internal control 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 ofDirectors have approved a policy on Directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters provided under Section 178(3) based on the recommendations of theNomination and Remuneration Committee. The broad parameters covered under the policy are-Objective Role of Committee Appointment and removal of Directors/KMP/Senior ManagementTerms & Tenure Evaluation policy for remuneration to Directors/KMP/Senior ManagementPersonnel etc. The Company's policy relating to appointment of Directors payment ofmanagerial remuneration Directors' qualifications positive attributes independenceof Directors and other related matters as provided under Section 178(3) of the CompaniesAct 2013 is furnished in Annexure-F and forms part of this report.
34. Human Resource Management Health and Safety
At Ridings Consulting Engineers India Limited we consider ouremployees as the most valuable resource and ensure strategic alignment of Human Resourcepractices to business priorities and objectives. Our constant endeavor is to invest inpeople and people processes to improve human capital for the organization and servicedelivery to our customers. Attracting developing and retaining the right talent willcontinue to be a strategic imperative and the organization continues its undividedattention towards that. We would to take this opportunity to express appreciation for thehard work and commitment of the employees of the Company and look forward to theircontinued co-operation.
Ridings strives to provide a conducive and competitive work environmentto help the employees excel and create new benchmarks of productivity efficiency andcustomer satisfaction. At Ridings Consulting Engineers India Limited the Human Resourceagenda continues to remain focused on reinforcing the key thrust areas i.e. being theemployer of choice building an inclusive culture and a strong talent pipeline andbuilding capabilities in the organization. To maintain its competitive edge in a highlydynamic 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 fairbusiness practices. Ridings provide equal opportunities in all aspects of employmentincluding recruitment training work conditions career progression etc. that reconfirmsour commitment 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 employees through greater knowledgeteam spirit and developing greater sense of responsibility. 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 2013read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 none of the employees are drawing remuneration in excess of thelimits set out in the said rules. Further the disclosures pertaining to remuneration andother details as required under section 197(12) of the Companies Act 2013 read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is annexed in Annexure G' as an integral part of this report.
36. Dematerialization of Shares
The Shares of the Company are being traded in electronic form and theCompany has established connectivity with both the depositories i.e. National SecuritiesDepository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In viewof the numerous advantages offered by the Depository system members are requested toavail the facility of dematerialization of shares with either of the Depositories asaforesaid. As on March 31 2019 100% of the share capital stands dematerialized.
37. Internal Financial Control
The report on Internal Financial Control form part of Independent Auditreport.
38. Code of Conduct
The Board of Directors has approved a Code of Conduct which isapplicable to the Members of the Board and all employees in the course of day to daybusiness operations of the Company. The Company believes in "Zero Tolerance"against bribery/ corruption and unethical dealings/behaviors of any form and the Board haslaid down the directives 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 whichis expected to be followed by the Directors and the designated employees in their businessdealings and in particular on matters relating to integrity in the workplace in businesspractices and in dealings with stakeholders. The Code gives guidance through examples in agiven situation and the reporting structure.
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"H" 39. Prevention of Insider Trading
The Company has adopted a Code of Conduct for prevention of InsiderTrading with a view to regulate trading in securities by the Directors and designatedemployees of the Company. The Code requires pre-clearance for dealing in Company'sshares and prohibits the purchase or sale of Company shares by the Directors and thedesignated employees while in possession of unpublished price sensitive information inrelation to the Company and during the period when the trading window was closed. TheBoard is responsible for implementation of the code. All Board Directors and thedesignated employees have confirmed compliance with the Code.
40. Payment of Listing Fee
Your Company has paid Annual Listing fee of BSE Limited (SME Exchange)for the Financial Year 2018-19.
41. Cautionary Statement
Statements in this report describing the Company's objectivesexpectations and/or anticipations may be forward looking within the meaning of applicableSecurities Law and Other laws & regulations. Actual results may differ materially fromthose stated in the statement. Important factors that could influence the Company'soperations include global and domestic supply and demand conditions Changes in governmentpolicies regulations tax laws economic developments within the country and outside andother factors such as litigation and industrial relations. The Company assumes noresponsibility in respect of the forward looking statements which may undergo changes inthe future on the basis of subsequent developments information or events.
The Directors of the Company acknowledge with a deep sense of gratitudefor the continued support extended by investors customers Business Associates bankersand Vendors. 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.