You are here » Home » Companies » Company Overview » Ridings Consulting Engineers India Ltd

Ridings Consulting Engineers India Ltd.

BSE: 541151 Sector: Others
NSE: N.A. ISIN Code: INE314Z01014
BSE 00:00 | 19 Jul 7.42 0
(0.00%)
OPEN

7.42

HIGH

7.42

LOW

7.42

NSE 05:30 | 01 Jan Ridings Consulting Engineers India Ltd
OPEN 7.42
PREVIOUS CLOSE 7.42
VOLUME 8000
52-Week high 19.50
52-Week low 6.21
P/E 371.00
Mkt Cap.(Rs cr) 9
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 7.42
CLOSE 7.42
VOLUME 8000
52-Week high 19.50
52-Week low 6.21
P/E 371.00
Mkt Cap.(Rs cr) 9
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Ridings Consulting Engineers India Ltd. (RIDINGSCONSULT) - Director Report

Company director report

To

The Shareholders

Your Directors have pleasure in presenting the Twenty Fifth Annual Report of theCompany on the business and operations of the Company together with the Audited FinancialStatements for the financial year ended 31st March 2020.

1. Financial Performance and Highlights

Particulars March 31 2020 March 31 2019
Revenue from Operations (Gross) 54408757 182442316
Other Income 54743147 6113594
Total Revenue 107151904 188555910
Profit before Depreciation Interest and Tax Expenses (122402696) (41201726)
Less: Finance Cost 9511208 14977762
Profit/(Loss) before Depreciation and Tax Expenses (131913903) (56179488)
Less: Provision for Depreciation 6636590 9542161
Net Profit/(Loss) before Tax (138550493) (65721649)
Less: Current Tax - -
Less: Deferred Tax (34025698) (15599372)
Net Profit/(Loss) after Tax (104524795) (50122277)

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 in the last quarter but still we are hopeful of recovery.

3. Dividend

In view of the losses in Financial Year 2019-20 no dividend is permitted to be paid tothe Members as per the provisions of the Companies Act 2013 (‘the Act') and theRules framed thereunder.

4. Transfer to Reserves and Surplus

Due to losses in Financial Year 2019-20 no amount has been transferred to Reserves andSurplus.

5. Share Capital

The paid up Equity share capital as at March 31st 2020 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 312020 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 reappointment. The Board recommends his reappointment for the consideration ofmembers 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 the following were the changes in the Board of Directorsand KMP of the Company:

1. Mr. Rajeev Lal resigned from the post of directorship with effect from March 312020.

2. Mr. Sumit Dhadda was appointed on the Board with effect from March 31 2020 asNon-Executive Independent Director. The following are the Key Managerial Personnel of theCompany for the Financial Year 2019-20:

S. No. Name Designation
1 Praveen Baveja Kumar Whole Time Director & CEO
2 Sudhir Baveja Kumar CFO
3 Abhishek Bhargav CS

7. Number of meetings of the Board

The Board of the Company has met 9 (Nine) times and the details of the number ofmeetings of the Board held during the financial year 2019-20 forms part of the CorporateGovernance Report. The intervening gap between the meetings was within the periodprescribed under the Companies Act 2013. Pursuant to the requirements of Schedule IV ofthe Companies Act 2013 and the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 a separate meeting of the Company was also held on March 20 2020without the presence of the non-independent directors and members of the management toreview the performance of non-independent directors and members of the management toreview the performance of non-independent directors and the Board as a whole theperformance of the Chairperson of the Company and also to assess the quality quantity andtimeliness 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 in the Corporate Governance Report.

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 wasdeveloped to give all Board Members an opportunity to evaluate and discuss the Board'sperformance openly from multiple perspectives and enhance governance practices within theBoard. The framework describes the evaluation coverage and the process thereof.

Performance Evaluation of the Board and Committees

In respect of the Financial Year ended March 31 2020 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 Chairman 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 safeguarding interest of whistle-blowers undervigil mechanism etc.

Evaluation Outcome

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. 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 2020. Bank Cash and Cash equivalents as at March 31 2020 was at Rs.681676/-. 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 2020.

14. Auditor

(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 2020. 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.

Cost Auditor

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 2019-20.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.

Internal Auditor

Pursuant to the provisions of section 138 and any other applicable provisions of theCompanies Act 2013 and the rules made there under M/s R S Poddar & 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 offraud and mismanagement if any. In staying true to our values of Strength Performanceand Passion and in line with our vision of being one of the most respected companies inIndia the Company is committed to the high standards of Corporate Governance andstakeholder responsibility. The Company has a Whistle Blower Policy to deal with instancesof fraud and mismanagement if any. The Whistle Blower Policy ensures that strictconfidentiality is maintained whilst dealing with concerns and also that no discriminationwill be meted out to any person for a genuinely raised concern. The Vigil Mechanism Policyhas been uploaded 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 customer 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. Extract of Annual Return

As required pursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) of theCompanies (Management and Administration) Rules 2014 extract of Annual Return in FormMGT-9 is included in this report as Annexure- C and forms an integral part of thisreport.

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

The Country was in a state lockdown for a good two months' time period which hadresulted in complete halt in our operations. However the company has gradually gained themomentum which was there in the pre lockdown period.

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.

20. Deposits

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

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- D 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.

23. Listing with Stock Exchanges

Your Company's shares are listed on the BSE Limited – SME Platform.

24. 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 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 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's.

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 2019-20.

27. 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.

28. 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).

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 and Outgo

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 absorption andforeign exchange earnings and outgo is annexed in Annexure ‘E' as an integral part ofthis 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 2019-20.

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-F 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 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. TheHuman Resource agenda continues to remain focused on reinforcing the key thrust areas i.e.being the employer of choice building an inclusive culture and a strong talent pipelineand building capabilities in the organization. To maintain its competitive edge in ahighly 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 andfair business 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 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.

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 ‘G' 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 312020 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. 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 SeniorManagement personnel have confirmed compliance with the Code. All Management Staff weregiven appropriate trainings in this regard. Declaration by Chairman regarding complianceby Board members and senior management personnel with the Company's code of conduct isgiven in Annexure "H" 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 2019-20.

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.

42. Acknowledgement

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 ChairmanPlace: Delhi Dated: 01.09.2020

ANNEXURE ‘A' TO THE DIRECTORS' REPORT

Board's Performance Evaluation Policy

Introduction

The Company conducts its operations under the directions of Board of Directors withinthe framework laid down by various statutes more particularly by the Companies Act 2013the Articles of Association SEBI (LODR) Regulation 2015 Listing Agreement with stockexchanges and Code of Conduct and policies formulated by the Company for its internalexecution. The Company's Board of Directors is dedicated to act in good faith; exercisetheir judgment on an informed basis in the best interest of the company and itsstakeholders. Accordingly the present policy for Board's performance evaluation is beingput into place in accordance with the requirements of section 178 of the Companies Act2013 which provides for the a policy to be formulated and recommended to the Boardsetting the criteria based on which the performance of each and every director includingthe performance of the Board as a whole shall be assessed by the Board of Directors of theCompany. Such an evaluation procedure will provide a fine system of checks and balances onthe performance of the directors and will ensure that they exercise their powers in arational manner.

With an aim to maintain an energized proactive and effective Board the Board iscommitted to a continuing process of recommending and laying down the criteria to evaluatethe performance of the entire Board of the Company.

As one of the most important functions of the Board of Directors is to oversee thefunctioning of Company's top management this Board Performance Evaluation process aims toensure individual director ("Directors") and the Board of Directors of theCompany ("Board") as a whole work efficiently and effectively in achieving theirfunctions. This policy aims at establishing a procedure for conducting periodicalevaluation of its own performance and of its committees and individual directors. Hence itis important that every individual Board Member effectively contributes in the Boarddeliberations.

Effectiveness of the Board

The overall effectiveness of the Board shall be measured on the basis of the ratingsobtained by each Director and accordingly the Board shall decide the AppointmentsReappointments and Removal of the non-performing Directors of the Company. For thisreason based on the fore stated criteria of evaluation the remuneration of the Directorsand Key Managerial Personnel shall be determined and reviewed from time to time.

Responsibility of Board/ Independent Director

It shall be the duty of the Board who shall be supported by the Management to organizethe evaluation process and accordingly conclude the steps required to be taken. Theevaluation process will be used constructively as a system to improve the directors' andcommittees' effectiveness to maximize their strength and to tackle their shortcomings.

The Board of Directors shall undertake the following activities on an annual basis:

(i). Review the various strategies of the Company and accordingly set the performanceobjectives for directors in consistency with varying nature and requirements of Company'sbusiness. (ii). The Board as a whole shall discuss and analyze its own performance duringthe year together with suggestions for improvement thereon pursuant to the performanceobjectives.

In conformity with the requirement of the Act the performance evaluation of all thedirectors shall be done by the entire Board of Directors excluding the director beingevaluated.

Independent Directors are duty bound to evaluate the performance of non - independentdirectors and board as a whole. The independent directors of the Company shall hold atleast one meeting in a year to review the performance of the non- independent directorsperformance of chairperson of the Company and board as a whole taking into account theviews of executive directors and non-executive directors.

Evaluation Factors

The Board of Directors shall pay regards to the following parameters for the purpose ofevaluating the performance of a particular director:

In respect of each of the evaluation factors various aspects have been provided toassist with the evaluation process in respect of performance of Board itself and of itscommittees and individual directors as such evaluation factors may vary in accordancewith their respective functions and duties.

Evaluation of Independent Director shall be carried on by the entire Board in the sameway as it is done for the Executive Directors of the Company except the Director gettingevaluated.

Appraisal of each Director of the Company shall be based on the criteria as mentionedherein below.

Rating Scale

Scale Performance Rating Scale
Exceptionally good 5
Good 4
Satisfactory 3
Needs improvement 2
Unacceptable 1

The Company has chosen to adopt the following Board Performance Evaluation Process:

Independent Directors

Some of the specific issues and questions that should be considered in a performanceevaluation of Independent Director in which the concerned director being evaluated shallnot be included are set out below:

 

Name of Director being assessed:

S. No. Assessment Criteria Rating Remark s/ Comme nts
1. Attendance and participations in the Meetings
2. Raising of concerns to the Board
3. Safeguard of confidential information
4. Rendering independent unbiased opinion and resolution of issues at meetings
5. Initiative in terms of new ideas and planning for the Company
6. Safeguarding interest of whistle-blowers under vigil mechanism
7. Timely inputs on the minutes of the meetings of the Board and Committee's if any

Non-Independent Directors Executive Directors non – Independent Directors /Executive Directors

Some of the specific issues and questions that should be considered in a performanceevaluation of Chairperson/Non-Independent Director / Executive Director by IndependentDirectors in which the concerned director being evaluated shall not be included are setout below:

 

Name of Director being assessed:

S. No. Assessment Criteria Rating Remarks/ Comments
1. Attendance and participations in the Meetings
2. Raising of concerns to the Board
3. Safeguard of confidential information
4. Rendering independent unbiased opinion and resolution of issues at meetings
5. Initiative in terms of new ideas and planning for the Company
6. Safeguarding interest of whistle-blowers under vigil mechanism
7. Timely inputs on the minutes of the meetings of the Board and Committee's if any

Board of Directors

Some of the specific issues and questions that should be considered in a performanceevaluation of the entire Board by Independent Directors are set out below:

S. No. Assessment Criteria Rating Remarks/ Comments
1. The Board of Directors of the company is effective in decision making.
2. The Board of Directors is effective in developing a corporate governance structure that allows and encourages the Board to fulfill its responsibilities.
3. The Company's systems of control are effective for identifying material risks and reporting material violations of policies and law.
4. The Board reviews the organization's performance in carrying out the stated mission on a regular basis.
5. The Board of Directors is effective in providing necessary advice and suggestions to the company's management.
6. Is the board as a whole up to date with latest developments in the regulatory environment and the market?
7. The information provided to directors prior to Board meetings meets your expectations in terms of length and level of detail.
8. Board meetings are conducted in a manner that encourages open communication meaningful participation and timely resolution of issues.
9. The Board Chairman effectively and appropriately leads and facilitates the Board meetings and the policy and governance work of the board.
10. The Board appropriately considers internal audit reports management's responses and steps towards improvement.
11. The Board oversees the role of the independent auditor from selection to termination and has an effective process to evaluate the independent auditor's qualifications and performance.
12. The board considers the independent audit plan and provides recommendations.

Committees of Board

The Board has constituted the following committees:

1. Audit Committee;

2. Nomination and Remuneration Committee; and

3. Stakeholders Relationship Committee

For evaluating the performance of each committee the Board of Directors shall payregards to the following aspects as set out in the annexure below:

Key Managerial Personnel and Senior Executives

For evaluating the performance of Key Managerial Personnel and other Senior Executivesthe Board of Directors shall pay regards to the following aspects as set out below:

Name of person being assessed:

Review & Amendment

The performance evaluation process will be reviewed annually by the "Nominationand Remuneration Committee".

Subject to the approval of Board of Directors the Committee may amend the Policy ifrequired to ascertain its appropriateness as per the needs of the Company.

Disclosure

Company will disclose details of its Board Performance Evaluation processes in itsBoard's Report. The Board's report containing such statement shall indicate the manner inwhich formal evaluation has been made by the Board of its own performance and that of thecommittees of the Board and individual directors of the Company.

By the Order of the Board

For Ridings Consulting Engineers India Limited

(Praveen Kumar Baveja) Whole Time Director DIN: 06778950

.