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Rites Ltd.

BSE: 541556 Sector: Engineering
NSE: RITES ISIN Code: INE320J01015
BSE 00:00 | 21 May 248.20 -0.50
(-0.20%)
OPEN

249.70

HIGH

254.35

LOW

246.70

NSE 00:00 | 21 May 247.85 -0.30
(-0.12%)
OPEN

248.95

HIGH

254.80

LOW

245.05

OPEN 249.70
PREVIOUS CLOSE 248.70
VOLUME 16104
52-Week high 326.55
52-Week low 190.00
P/E 12.54
Mkt Cap.(Rs cr) 4,964
Buy Price 247.70
Buy Qty 300.00
Sell Price 249.10
Sell Qty 100.00
OPEN 249.70
CLOSE 248.70
VOLUME 16104
52-Week high 326.55
52-Week low 190.00
P/E 12.54
Mkt Cap.(Rs cr) 4,964
Buy Price 247.70
Buy Qty 300.00
Sell Price 249.10
Sell Qty 100.00

Rites Ltd. (RITES) - Director Report

Company director report

To

The Members

The Directors of your company have immense pleasure in presenting the 44thAnnual Report of the company together with the audited Financial Statements and Auditors'Report for the year ended 31st March 2018.

FINANCIAL HIGHLIGHTS

The financial performance of the Company for the year 2017-18 is given below:

(Rs. in crore)

Particulars 2017-18 2016-17
Financial Results:
Total Income 1603 1507
Operating Turnover 1439 1299
Operating Expenditure 1109 1019
Other Income 164 208
Profit Before Tax (PBT) 494 488
Income Tax including (157) (157)
Deferred Tax
Profit After Tax (PAT) 337 331
Appropriations:
Dividend including 178 176
Dividend Distribution Tax
Transfer to General 159 155
Reserve

BUSINESS PERFORMANCE

During the year your company has achieved highest ever turnover of Rs. 1603 crore ascompared to the previous year's turnover of Rs. 1507 crore higher by 6.37%. The profitbefore tax is Rs. 494 crore as against Rs. 488 crore of the previous year.

During the year company was engaged in a number of prestigious domestic projectswhich included setting up of wagon POH facilities at Bikaner workshop NWR & atKurduwadi workshop C.Rly.; setting up of a new wagon POH factory at Dalmianagar Bihar;setting up of facilities for Refurbishing of LHB coaches at New Bongaigaon Workshop N.F.Rly DPR for Construction of ROBs/ Flyover at 6 locations for DDA DPR for strategicallyimportant roads under Bharatmala scheme in Gujarat and West Bengal and BRT in West BengalDesign of State of Art Extra – dosed Cable stayed Bridge over River Ganga in WestBengal Detailed Project Reports of Rail Based Mass Transit Systems for GorakhpurAllahabad Chennai Vijayawada Jammu Thane Srinagar Kolkata Nagpur Mumbai &Gurgaon General Consultancy for Delhi Metro Phase-III Ahmedabad Metro & NagpurMetro Detailed Design Consultancy for Power Supply & Distribution system forAhmedabad Metro & Bangalore Metro Independent Quality Monitor agency forNOIDA-Greater NOIDA Metro Maintenance of Rolling Stock & workshop equipment of MGRsystem at various locations of NTPC like Rihand Singrauli Sipat Talcher Kahalgaon& Farakka Project Management Consultancy services for (i) Central university atPondicherry Gulbarga Kasaragod Gaya Allahabad IIT at Kharagpur NIT at Meghalaya (ii)National Automotive Testing and R&D Infrastructure Project (NATRiP) - Ministry ofHeavy Industries (iii) Rail Infrastructure for DVC NTPC CIL and others at differentlocations (iv) Construction of Integrated check posts at Birgunj Jogbani and Biratnagaralong Indo-Nepal border at Dawaki along Indo-Bangladesh border and Moreh along Indo -Myanmar border detailed engineering for construction of ICP at Sonauli and Rupediahconsultancy services for development of Greenfield international airport at BhiwadiRajasthan and Project Management Consultancy for development of airports at Chitrakoot& Kushinagar Uttar Pradesh (v) Construction of double line electrified track andrelated infrastructure for Western Dedicated Freight Corridor (1477 km) for Ph-1 Dadri-JNPT.

During the year company has provided wide spectrum of consultancy services in Ropewayprojects (i) techno-economic feasibility report for passenger ropeway at Pelling - Sikkimand Kudargarh - Chhattisgarh (ii) project management services for passenger ropeways atNamchi - Sikkim Jammu - J&K Rajgir & Banka – Bihar Sholingur &Ayyarmalai – Tamilnadu Guwahati – Assam Bhongir - Telangana and Shri MataVaishno Devi (SMVD) shrine - J&K (iii) material ropeway for Shri Mata Vaishno Devi(SMVD) shrine – J&K and successfully commissioned funicular railway system atNashik Maharashtra.

In addition to the above during the year the company has secured / executed followingimportant Railway Projects:

Construction Projects for new railway lines Gooty-Dharmavaram Doubling in South CentralRailway Route length (90.2 kms) and Anuppur - Pendra Road third line in South East CentralRailway (50.1 kms) - Ministry of Railways.

Feasibility Study for high-speed rail corridor for Mumbai - Chennai route (1300 km) andFinal Location Survey and GT Investigations for Mumbai - Ahmedabad route for National HighSpeed Railway Corporation. In order to expedite field work for topographic data collectionAirborne LiDAR surveying technology has been used to facilitate the survey of the 508kmcorridor.

Feasibility Studies Geotechnical investigations and detailed engineering for newrailway line for Bilaspur-Manali-Leh New Broad Gauge railway project covering a distanceof about 650 kms which is one of the four strategic border lines along India – Chinaborder.

Design and designer's association services during construction are being provided for aprestigious project named “Rail cum Road Bridge over river Brahmaputra at Bogibeelnear Dibrugarh Assam” for NF Rly.

During the year company was also engaged in a number of prestigious internationalassignments covering export leasing and consultancy services which included contract forsupply of 18 nos. new YDM 4 Meter Gauge Locomotives with microprocessor control withelectronic governor and other modern feature such as remote monitoring of performance& driver control desk with digital TFT based display to Myanmar leasing &maintenance of locomotives in Mozambique and providing expert service for maintenance ofthese Locomotives to CFM/Mozambique.

RITES has also provided warranty maintenance and support services for state of art LHBBG passenger coaches supplied to Bangladesh and Senegal rendered consultancy services forsupervision of Tshesebe to Masunqa road in Botswana and DPR of East Bank – East Coastroad linkage project Georgetown in Guyana (South America) DPR for project Trident forGovernment of Mauritius and supervision for implementation of Metro Express Project inMauritius.

During the year RITES has secured two major contracts from Sri Lanka Railway forsupply 10 Broad Gauge diesel electric locomotives and 6 Broad Gauge diesels multiple unittrain (DMU) sets with AC-AC traction. Manufacturing of Diesel electric locomotives andDiesel multiple unit train (DMU) have started at Diesel Locomotive works Varanasi and ICFChennai respectively.

OUTLOOK

Over the years RITES as one of the leading transport infrastructure consultingcompanies in Public Sector in the Country has been playing a pivotal role in thedevelopment of transport and infrastructure sectors viz Railways Highways PortsAirports Waterways Ropeways Urban Transport Urban Engineering Container DepotsInstitutional Buildings and Railway Electrification into etc. RITES have eventuallydiversified providing multidisciplinary services from concept to commissioning forefficient and economic implementation of the projects.

The Company continued to provide specialized integrated services under single roof intransportation infrastructure sector and export packages for supply of locomotivescoaches wagons spare parts and modernization of workshops. The Company has expanded itsreach through its subsidiaries and JV Companies by venturing into the business of wagonmanufacturing and is also planning to develop potential business avenues in the field ofpower sector including Green Energy etc. The company is also exploring businessopportunities in captive railway systems in India through equity participation with otherstakeholders with the main focus on providing total transportation solution as againstpure consultancy assignments.

During the year the business of offering shunting locomotives on wet lease includingoperation & maintenance continued to be well received by domestic Non- Railwayclients. The Company has so far leased 41 locomotives to domestic non railway customers.Demand of shunting locomotives on lease by non-railway customers is growing day by day.Apart from wet leasing company was engaged in maintenance of over 130 diesel locomotives& 1400 wagons owned by customers like NTPC NSPCL WBPDCL SAIL & APCPL.

As a matter of diversification (i) RITES and Indian Railways promoted a Joint VentureCompany Railway Energy Management Company Ltd. (REMCL) for renewable energy projectsbilateral purchases power trading and energy efficiency projects etc. Company hassuccessfully implemented open access supply for Railways in

10 States covering 55% of energy requirement resulting in the annual saving of overRs. 2000 crore to Indian Railways (ii) RITES has completed setting up of thestate-of-the-Art wagon factory at Kulti West Bengal as a 50:50 JVC between RITES andSAIL a “Make in India” initiative of the Indian Railways. An assured off-takeAgreement has also been signed with Railways arising out of the commitment made by theMinistry of Railways in the year 2010 regarding assured off-take order for manufacture of1200 wagons/annum and rehabilitation of a minimum of 300 wagons/ annum. JVC has shownsignificant improvement in its second year of operations. It has successfully completedthe first order of rehabilitation of 400 wagons within the delivery period duly adheringto cycle time & quality standards and completed manufacture of 303 new wagons andrehabilitation of 441 wagons (iii) Company has taken up turnkey works for construction andsupply installation and commissioning of machinery & Plant for up gradation /modernization of Railway Workshops.

IPO INITIATIVE

The Government of India announced the divestment in Company's shares in the financialyear 2017-18.

Accordingly Department of Investment and Public Asset Management (DIPAM) Ministry ofFinance appointed DSK Legal alongwith Riker Danzig Scherer Hyland & Perretti LLP asLegal advisors to the issue and Elara Capital SBI Capital IDBI Capital and IDFC BankLimited as Book Running Lead Managers (BRLMs) for disinvestment of 25200000 equityshares i.e. 12.6% of RITES paid up equity share capital of the Company through InitialPublic Offering (IPO) of shares by the Promoters (i.e Government of India). The Company'spublic issue was subscribed multiple times and shares got listed on July 2 2018 onNational Stock Exchange of India Limited and BSE Limited.

Listing of equity shares will enhance the company visibility and brand image andprovide liquidity to the shareholders. Listing will also provide a public market for theequity shares in India.

CAPITAL STRUCTURE

The Paid–up share capital of the company remained at Rs. 200 crore as againstAuthorised Share Capital of Rs. 300 crore and the company has not issued any share duringthe year under consideration.

DIVIDEND

Your Directors have recommended a final dividend of Rs. 40 crore in addition to interimdividend of Rs. 70 crore paid during the year 2017- 18. The total dividend for financialyear 2017-18 is Rs. 110 crore (i.e. Rs. 5.5 per share) which is 55% of paid up sharecapital of the company. The total dividend payout for the year works out to be Rs. 148crore which includes Rs. 78 crore final dividend for financial year 2016-17 and Rs. 70crore interim dividend for the financial year 2017-18.

DEPOSITS

The Company has not accepted any deposits from public during the year under review.

RESERVES

An amount of Rs. 159 crore is proposed to be transferred to General Reserve byappropriation from the profitsof the Company for the year 2017-18. Reserves & Surpluswill increase from Rs. 1834 crore at end of the previous year to Rs. 1993 crore as at 31stMarch 2018.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

CONSERVATION OF ENERGY

As a consultancy organization RITES is not a major energy consumer and hence ourcarbon emission is minimum. Yet for the consultancy studies undertaken by RITES it hasbeen practice to pursue the national goal of energy conservation and accordinglysuggestions are given to our client's for measures and methods to conserve energy.

I. Steps taken or impact on conservation of energy:

For both the buildings solar power panels have been mounted on roof tops to generateelectricity from solar power. RITES Limited has also installed 32.5 KWp Solar photovoltaicPower Plant at Railway Station Gurgaon and 100KWp Solar photovoltaic Power Plant atJodhpur junction Railway Station under RITES CSR scheme. Project for replacement offluorescent tube lights of the ROC- I with energy efficient LED tube lights has beeninitiated which will lead to substantial conservation of energy.

II. Steps taken by the company for utilizing alternate source of energy:

Railway Energy Management Company limited (REMCL) the subsidiary company of RITESLimited has successfully commissioned 26 MW windmill in Jaisalmer and has implementedmany power procurement contracts for Indian Railways under Open Access policy under theElectricity Act 2003 resulting in substantial energy savings to Indian Railways.

III. The Capital investment on energy conservation equipments:

During the year Capital investment on energy conservation equipment is NIL.

TECHNOLOGY ABSORPTION

I. The efforts made towards technology absorption:

Being a leading consultancy organization in the field of transportation RITES keepsitself abreast with the latest technology and knowhow not only in the area of thetransportation but also in the technology and technological innovation that bring betterefficiency and economic benefits to the sector. To achieve this the company continuouslystrives to procure and absorb the best and the latest technological innovations in areasof its business by continuously updating its software and knowledge base by sponsoring andencouraging its employees to become members of National/International Institutions forimproving their professional standing and commitments to compete with the domestic andinternational competitors to improve the quality of service to the client and to activelyparticipate in national and international seminars and conferences perusal of informationand technological updates available on internet study of periodicals etc.

II. The benefits derived like product improvement cost reduction productdevelopment or import substitution:

Optimized and environment friendly rolling office stock designs being developed by thecompany will benefit the sector in many ways such as weight reduction reducedmanufacturing cost reduced track load density and track wear increased speed highercarrying capacity and lowered emission. This will also lead to reduced fuel consumption.This has helped the industry in developing rolling stock components by developing andstandardizing their specification which were being imported so far.

III. In case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year):

a. The details of technology imported:

Not applicable

b. The year of import:

Not applicable.

c. Whether the technology been fully absorbed:

Not applicable.

d. If not fully absorbed areas where absorption has not been taken place and thereasons thereof:

Not applicable.

IV. The expenditure incurred on Research & Development.

RITES has received Consultancy Contract for Study of Emission from Diesel Locomotivesand setting up of Emission Standards. This is a complex technological study whichhas not been done earlier in India. This study will comprise setting up of locomotiveemission standards for India and preparing a roadmap for Indian Railway withidentification of emission reduction technologies for achieving these standards.

During the year RITES has undertaken the work of providing technical consultancy toM/s BEML for Static and Fatigue Testing of the Bogie Frame. These tests conducted as perInternational European UIC standards. These tests are mandatory for newly designed BogieFrame or any Bogie Frame being manufactured by a new manufacturer. The real challenge wasto ensure the point of application of loads and their direction that would emulates theforces the way they would occur in field under actual operation/usage. RITES has nowproven experience for testing of Bogies as per International Standards.

Under the Guidance of Prime Minister's with directives from Railway Board RITES hasprepared a technical feasibility report for best suitable technologies to handle MSW inenvironment friendly stations of Indian Railways. Segregation of degradable &non-degradable waste and Biomethanation process is recommended for processing ofbiodegradable waste in this report which is recommended by MOUD. Based on theserecommendations Railway Board awarded work on the bid process and project management forsetting up of solid waste management plants at various stations to RITES.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Foreign Exchange earned and the Foreign Exchange outgo in terms of actual inflows/outflows during the year is as under:

Total foreign exchange earnings during the year under review were Rs. 307.50 crore(previous year Rs. 422.03 crore) and foreign exchange outgo were Rs. 21.25 crore (previousyear Rs. 31.84 crore) respectively. This resulted in net foreign exchange earnings of Rs.286.25 crore (previous year Rs. 390.19 crore).

PRESIDENTIAL DIRECTIVE

Ministry of Railways vide its letter no. 2018/PL/45/1 dated 09/01/2018 has conveyed itsdecision of disinvestment of its shareholding in the Company through Initial PublicOffering. Accordingly Company has disinvested 12.6% (25200000 equity shares) of itsshareholding by way of Initial Public Offering in June 2018 and the company was listedwith BSE Ltd. and National Stock Exchange of India Ltd. on 02/07/2018.

VIGILANCE

The objective of RITES Vigilance Cell is to facilitate an environment enabling peopleto work with integrity efficiency and in a transparent manner upholding highest ethicalstandards for the organization. To achieve this objective the Vigilance Cell carries outpreventive proactive and punitive actions with greater emphasis on the preventive andproactive functions. Following activities were undertaken during the Financial Year2017-18:

Preventive checks were conducted regularly in vulnerable areas of the Company. Total of26 surprise checks in the field of material inspection and 3 preventive checks at projectsites including documents scrutiny and Joint Checks were conducted at Kolkata MumbaiSilvasa Chandigarh Ludhiana Delhi Ghaziabad Faridabad etc.

Vigilance provides vital inputs to the technical authorities for improving theprevailing systems for bringing about more transparency and plugging out loop holes.Accordingly nineteen System Improvements were recommended by Vigilance and implemented bytechnical authorities.

5 CTE type Examinations were taken up at Bankura (W.B.) Kasargod (Kerala) Tuticorin-2 nos. (Tamilnadu) Pondicherry (Puducherry). During these Intensive Examinations highvalue procurement / contracts were scrutinized and checked comprehensively and necessaryrecommendations were forwarded to concerned authorities for implementing suggestions forimprovement.

In order to share the experiences gained during the various checks by vigilanceinteractive sessions on common irregularities during project implementation and materialinspection were held by CVO with officials of regional project and inspection offices inKolkata and Delhi.

RITES Vigilance has scrutinized Annual Property Return files of 418 executive andnon-executive employees during 2017-18.

As per the Guidelines of Central Vigilance Commission Vigilance Awareness Week wasobserved in RITES with a theme of ‘My Vision: Corruption Free India' during 30thOctober to 4th November 2017. On the opening day i.e. 30th October 2017Integrity pledge was administered to the employees at Corporate Office. During this weeka Vigilance Bulletin on Common Irregularities in Project Execution and Inspection ofMaterials Systemic Improvements and various articles related to Eradication ofCorruptions were published for bringing awareness amongst employees. A Special Cover wasreleased on the theme of ‘My Vision: Corruption Free India by Superintendent of PostOffice Gurugram. A ‘Gram Sabha' was organized at Khanpur Ghati Village District-Nuhu (Haryana) for awareness amongst villagers about anti-corruption measures. AnElocution competition on the theme was also organized amongst students of variousGovernment / private schools located at Gurugram on the topic ‘Corruption FreeIndia'.

Detailed report on observance of Vigilance Awareness Week- 2017 has been sent to CVC.All employees of RITES were also administered the e-pledge on Integrity floated by CVC.

Vendors‘ Meet was organized at Kolkata Delhi and Noida to develop awareness foreradication of corruption amongst vendors/contractors. Programme was chaired by ChiefVigilance Officer.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 (1) OF THE COMPANIESACT 2013

All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis.

Your Directors draw attention of the members to Note No. 2.39 to the financialstatement which sets our related party disclosures. (The details of contracts entered intowith related parties in prescribed format AOC-2 is placed at Annexure I).

JVS AND SUBSIDIARIES

The Company has two Indian Subsidiaries i.e.

(i) Railway Energy Management Company Limited incorporated on 16th August2013 in Joint Venture with Ministry of Railways for taking up various assignments/tasks todevelop potential business avenues in the field of power sector including Green Energypower trading etc.;

(ii) RITES Infrastructure Services Limited incorporated on 27.04.2010 with the mainobject of construction operation and maintenance of Multi-functional Complexes in thevicinity of Railway land. The Board of Directors of RISL decided to initiate the processof winding up during the year 2016-17 and the company is currently under liquidation; TheCompany also has a joint venture with SAIL namely SAIL RITES Bengal Wagon IndustriesPrivate Limited (a 50:50 JV Company). Further the Company has two subsidiary companiesabroad namely

(i) RITES AFRIKA (PTY) Limited Botswana; and

(ii) RITES Mohwarean Arabia Company Limited (RMAC) Saudi Arabia. RMAC a local JVCompany was formed for carrying out the O&M work of North South Railway network ofSaudi Railway. The operation contract has been foreclosed in June 2011 and the Company isunder liquidation.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013

Particulars of loans guarantees given or investments made along with the purpose forwhich the loan is proposed to be utilized by the recipients are provided in the standalonefinancial statement (Please refer to Note 2.6 2.7 2.8 2.15 & 2.16 of thestandalone financial statement).

PARTICULARS OF EMPLOYEES

As per the provisions of sec 197(12) of Companies Act 2013 read with rule 5 ofCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 every listedcompany is required to disclose the ratio of the remuneration of each Director to themedian employee's remuneration and details of employees receiving remuneration exceedinglimit as prescribed from time to time in the Director's Report. However as pernotification dated June 5th 2015 issued by MCA Government Companies are exempted fromcomplying with the provisions of Sec 197 of Companies Act 2013. Therefore suchparticulars have not been included as a part of Director's Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/TRIBUNALS IMPACTING THEGOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

No significant by the Regulators or Courts or Tribunals impacting the going concernstatus of the Company and its operations in future.

RISKMANAGEMENT

The company has a risk management committee comprising of Directors Shri Anil KumarGoel Shri Satish Sareen Shri Ajay Kumar Gaur Dr. Pramod Kumar Anand and Shri. A.P.Dwivedi.

The company has a sound currency risk management policy in place for riskidentification and its mitigation. The execution of foreign projects gives rise tocurrency variation risk. For this purpose company regularly monitors exchangefluctuations to mitigate this risk Policy covers various aspects of currency riskmanagement benchmarking hedging and risk appetite permissible Instruments hedgingpolicy structure of the risk management committee and treasury group reportingprocedures etc. In this respect Company has also constituted Treasury Risk ManagementCommittee and assistance is also taken from an external consultant/ economist as and whenrequired. During the year one meeting of the Risk Management Committee was held on 21stMarch 2018.

PROPAGATION OF HINDI (RAJBHASHA)

In pursuance of Official Language policy of the Govt. of India (Ministry of HomeAffairs Deptt. of Official Language) and the directions received from Railway Board fromtime to time all round efforts were made to accelerate the progressive use of Hindi inofficial work of the Company. Important documents such as Annual Report MOU minutes ofvarious meetings Circulars Office Orders and Questionnaire of Committees of Parliamentwere prepared and issued in bilingual form. Rajbhasha Fortnight was organized smoothly inRITES corporate office from 14th September to 28th September 2017. 'HINDI DIWAS' messageby CMD/RITES was issued timely to all the officials of RITES located all over India.Competitions like; Noting and Drafting Essay and Elocution were organized during thisperiod and Hindi workshop Table Training and inspections of different departments werealso conducted. 27 winners of different competitions were awarded cash award andcertificates by CMD/ RITES. Rajbhasha Fortnight was organized in various project andinspection offices also. CMD RITES delivered his speeches on various occasions in Hindi.During the year inspections regarding Progressive use of Hindi and workshops/tabletraining in different Departments/Offices were conducted.

Various incentive schemes regarding the use of Hindi were implemented. 50% Hindi bookswere purchased in the library. The quarterly meetings of Official Language ImplementationCommittee were held regularly in which progress of various items of Annual Programme ofthe Deptt.

Language Ministry of Home Affairs were discussed and reviewed. CMD and Representativeof RITES also participated in OLIC Railway Board and Town Official LanguageImplementation Committee Gurgaon. RITES bagged 'Rajbhasha Promotion Award -2017 forexcellence in implementation of Rajbhasha policy and Rajbhasha activities. The award wasgiven by Shri Prabhas Kumar Jha Secy. Deptt of Official Language Ministry of HomeAffairs in 'Rajbhasha cum Prize distribution function' organized by Town Official LanguageImplementation Committee Gurgaon.

MEMORANDUM OF UNDERSTANDING

The company meets parameters of ‘Excellent' rating in its performance evaluationunder the MOU signed with the Ministry of Railways for the year under consideration(2017-18). However communication from Department of Public Enterprises in this regard isexpected in due course. Company has also signed Memorandum of Understanding with Ministryof Railways for the year 2018-19.

SCHEDULED CASTE SCHEDULED TRIBES AND OTHER BACKWARD CLASSES

The company continued to give utmost importance to implementation of the policies anddirectives of the Government of India in matters relating to reservations in employment ofcandidates belonging to SC/ST/OBC and differently abled categories. During the year2017-18 47 employees were inducted against regular post (including 13 absorption cases)out of which 20 belong to SC/ ST/OBC/differently abled category. Similarly during theyear 181 employees were inducted against contractual position out of which 96 belong toSC/ ST/OBC/ differently abled category. In the year 2017-18 pre promotion training hasbeen given to employees belonging to these categories. To ensure the welfare of suchemployees the company has appointed Liaison officers for SC/ST/OBC and differently abledemployees.

The infrastructure of company is well built and caters to the needs of differentlyabled employees.

ISO 9001-2008 CERTIFICATION

To ensure quality in its operations the Company maintains an Excellent QualityManagement System which conforms to ISO 9001:2008 and is certified by NVTQC (under ANABaccreditation). The certification covers all the activities and Divisions of the Company.Also RITES is empanelled with BEE as a Grade –I Energy Service Company (ESCO). Thisgrading indicates “Very High” ability of RITES to carry out energy efficiencyaudits and implement the energy saving projects in ESCO Mode.

CORPORATE GOVERNANCE REPORT AND GREEN INITIATIVE

Your Company believes in the principle that good Corporate Governance establishes apositive organizational culture and it is evident by responsibility accountabilityconsistency fairness and transparency towards its stakeholders. As required under the DPEguidelines on Corporate Governance a separate report on Corporate Governance practicesfollowed by the Company forms part of this Report placed at Annexure-A. In supportof the “Green Initiative” measure taken by Ministry of Corporate AffairsGovernment of India New Delhi enabling electronic delivery of documents and also in linewith circular issued by Securities and Exchange Board of India (SEBI) dated November 052011 and as prescribed under the relevant provisions under the Companies Act 2013 and theRules made thereunder Company has sent Annual Reports in Electronic Mode to theshareholders who have registered their E-mail IDs either with the Registrar and TransferAgents or with the depositories. However an option is available to the shareholders tocontinue to receive the physical copies of the documents/ Annual Reports by making aspecific

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis” covering Division-wise Performance forms partof the Directors' Report has been placed at Annexure - B.

ANNUAL RETURN

Annual Return as per Section 92 (3) of the Companies Act 2013 will be available on thewebsite of the Company i.e. www.rites.com (Annexure II). Annual Return is alsoplaced as Annexure II of this report.

INTERNAL CONTROL SYSTEMS AND ITS ADEQUACY

RITES have an effective internal control and audit systems for maintaining efficiencyof operations and compliances of applicable laws and regulations. The organization haswell structured policies and guidelines which are well-documented with predefinedauthorities. Detailed Manual is in place to guide and strengthen the internal checks andcontrols. Regular and exhaustive internal audits are being conducted by experienced firmsof Chartered Accountants appointed by the Management and in-house internal audit teamheaded by a qualified and experienced professional. The internal control and audit systemsare being reviewed periodically by the Management and the Audit Committee. Correctivemeasures whenever necessary are being taken up from time to time as a part of continuousimprovement system.

FORMAL ANNUAL EVALUATION OF DIRECTORS UNDER SECTION 134 (3) (P) OF THE COMPANIES ACT2013

Formal Annual evaluation of Chairman & Managing Director and Directors being aGovt. Company are done by Administrative Ministry. Further as per Notification issued byMinistry of Corporate

Affairs dated 5/06/2015 the provisions of the said section shall not apply to GovtCompany in case the Directors are evaluated by the Ministry or Department of the CentralGovt. etc.

BOARD OF DIRECTORS AND NUMBER OF MEETINGS OF THE BOARD

As on 31st March 2018 Company has twelve Directors comprising of four FunctionalDirectors two Government Nominees Directors and six Independent Directors. The Board metten (10) times during the year 2017-18.

The following Directors held office during the year:

Whole-time Directors:

Shri Rajeev Mehrotra* Chairman and Managing Director
Shri Arbind Kumar Director Projects
Shri Ajay Kumar Gaur ** Director Finance
Shri Mukesh Rathore Director Technical
Government Nominee Directors:
Shri R.N. Misra Director (up to 31/08/2017)
Shri B.K. Agarwal Director (from 26/09/2017)
Shri A.P. Dwivedi Director
Independent Directors:
Dr. Vidya Rajiv Yeravdekar
Shri Anil Kumar Goel
Shri Satish Sareen
Dr. P.K. Anand (From 19/09/2017)
Ms. Geethakumary (From 15/03/2018)
Dr. R.N. Goyal (From 15/03/2018)

KEY MANAGERIAL PERSONNEL (KMP) (SECTION 203 OF THE COMPANIES ACT 2013)

Shri Rajeev Mehrotra Chairman & Managing Director and Chief Executive Officer
Shri Arbind Kumar Director (Projects)
Shri Ajay Kumar Gaur Director (Finance) and Chief Finance Officer
Shri Mukesh Rathore Director (Technical)
Shri P.T. Mittal Company Secretary & GM (Legal) (Upto 31.03.2018)
Shri Ashish Srivastava Company Secretary (From 01.04.2018)

* The term of Shri Rajeev Mehrotra Chairman and Managing Director has been extended bythe Ministry of Railways for a period w.e.f 11.10.2017 till 30.06.2021 i.e the date of hissuperannuation.

** The term of Shri Ajay Kumar Gaur Director Finance has been extended by the Ministryof Railways for a period w.e.f. 02.09.2018 till 31.07.2019 i.e. the date of hissuperannuation.

RETIREMENT OF DIRECTORS By ROTATION

As per the Companies Act 2013 the provisions in respect of retirement of Directors byrotation is applicable. In view of this all the directors except Independent Directorsand Chairman & Managing Director (As per Article 56(h) of the Articles of AssociationCMD is a non-retiring Director) will be liable to retire by rotation. Accordingly onethird among all other directors will retire by rotation. Accordingly Shri Ajay Kumar Gaurand Shri A.P Dwivedi will retire by rotation and being eligible offer themselves forreappointment.

DECLARATION BY INDEPENDENT DIRECTORS

During the year all Independent Directors have met the requirements specified u/s149(6) of Companies Act 2013 for holding the position of “Independent Director”and necessary declaration from each Independent Director u/s 149(7) was received.

COMMITTEES OF THE BOARD

Company has Audit Committee CSR Committee and other Committees are in place. TheComposition and scope of the Committees are provided in the report of CorporateGovernance.

A report on Corporate Governance together with the certificate thereon form the partof this report in Annexure-A.

DIRECTORS' RESPONSIBILITY STATEMENT UNDER THE COMPANIES ACT 2013

In pursuance of Section 134 (5) of the Companies Act 2013 The Director herebyconfirms that:

(a) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;

(b) the directors have 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 have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors have prepared the annual accounts on a going concern basis;

(e) The directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and are operatingeffectively; and

(f) The directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

PERFORMANCE AND FINANCIAL POSITION OF EACH OF SUBSIDIARIES ASSOCIATE AND JOINT VENTURECOMPANIES

A report on the performance and financial position of each subsidiaries associates andJoint Ventures companies as per the provisions of Section 129 (3) of the Companies Act2013 in prescribed format AOC-1 is provided as Annexure to the consolidatedfinancial statements and hence not repeated here for sake of brevity.

KNOWLEDGE MANAGEMENT SYSTEM

Knowledge Management has been implemented in RITES as a module of ERP SAP in order toidentify capture evaluate retrieve and share enterprise information. The systemconsolidates important information of its employees and their knowledge for beingavailable at a glance to SBU Heads. It provides information of experts regarding theirqualification experience sector and sub-sector projects handled etc in various jobroles & specialisation projects in various sectors and disciplines thus reducingeffort and helping them in business development process. To keep the system relevant andcontemporary regular updation of the content is done by updating information on projectssecured and additional expertise gained by employees. Regular reviews and diagnosticprocesses of the knowledge base are conducted to ensure a valuable and effective KnowledgeManagement System is in place.

ENVIRONMENTAL PROTECTION

The Company has long been integrating sustainability in its operations systematicallywith best practices. On the lookout for sustainable development sets in clean and greensurroundings.

All the offices of the Company commit to maintain environmental friendly work processesand strongly believe that environmental sustainability results in providing safe andhealthy work conditions to the employees which in turn enhances the productivity. Thecompany sets objectives in compliance to DPE guidelines further approaches towardsadopting breakthrough technology for enhancing environmental protection. It has been thepractice in all offices of the Company to follow conservation of natural resources likeenergy conservation water conservation and reduction in waste generation is inculcated asa routine approach. The Company looks beyond obvious opportunities. In renderingconsultancy to its clients the Company ensures that rules pertaining to the environmentalprotection are being followed in the projects.

The Company has installed sewerage treatment plants in both the office buildings atGurgaon and the recycled water is used for horticulture. Rain water harvesting system hasbeen installed to recharge the ground water. Reducing carbon footprints is one of the mainmotives of the Company. REMCL a subsidiary company of the Company has been workingcontinuously for generating solar energy for Railways. Apart from that the Company hasinstalled roof top solar energy plant to generate to meet its energy requirements. TheCompany is also socially active in propagating green corridors in the society and hasundertaken the maintenance of greenery in the pavements near its corporate office. It alsoendeavours to impart environmental awareness among the masses.

Cleanliness drive was carried out at Gurgaon Railway Station to remove pile of plasticwaste. This was followed up by planting of saplings at the same site for protection ofenvironment.

CORPORATE SOCIAL RESPONSIBILITY AND SUSTAINABILITY

Corporate Social Responsibility and Sustainability policy is our commitment to operatein economically socially and environmentally sustainable manner that is transparent andethical. It encourages engagement with the stakeholders in determining their needs andexpectations. The stakeholders include employees shareholders investors customersclients business associates civil society groups Centre/State/local governmentcommunities environment and society at large. A total of Rs. 9.90 crore was spent during2017-18 against the annual budget of Rs. 9.90 crore. Good image of RITES has beengenerated among the community. The underprivileged and economically weaker sections havealso benefited from the activities.

In order to comply with the Guidelines on CSR issued by DPE and provisions of Section135 of the Companies Act 2013 Board level committee headed by an Independent Directorhas been constituted to oversee the implantation of CSR & Sustainability policy and toassist the Board of Directors to formulate suitable policies & strategies in thisregard.

CSR Committee comprising of Shri Satish Sareen Independent Director as Chairman Dr.Vidya Rajiv Yeravdekar Independent Director Shri Anil Kumar Goel Independent DirectorShri A.P Dwivedi Govt Nominee Director Ms. Geethakumary Independent Director and ShriAjay Kumar Gaur Director Finance as members.

A report on CSR projects for the financial year 2017-18 is attached as Annexure III.

The CSR projects / activities taken up by RITES are in accordance with the sectors asdefined in the Schedule VII of Companies Act 2013. Key projects taken up during thefinancial year 2017-18 are as follows:

SECTOR: Promoting education including special education and employment enhancingvocation skills especially among children women elderly and the differently abled andlivelihood enhancement projects.

1. Setting up of infrastructure facilities by providing Machinery equipmentsfor extending outreach and securing livelihood for Skill Development Training Programmefor disadvantaged rural women by establishing Training cum Production centre.

RITES has provided infrastructure facilities like Machinery equipments forsetting up Skill development training Centre at Mewat Haryana with the objective ofsocio-economic upliftment of economically weaker sections and rural community throughSkill Development and Vocational Training programmes.

This centre will help to generate alternative employment opportunity for Rural Womenand Youth. Focus will be on training and skill development resulting in meaningfulemployment.

2. Construction of Vocational training/skill development institute for underprivileged children of rural areas (Vrindavan / Mathura UP).

RITES has contributed for part construction of Vocational Training & SkillDevelopment Institute in Vrindavan Mathura U.P. Objective of setting up the Institute isto promote vocational training & skill development to children of the economicallybackward and under privileged children belonging to rural areas of the BPL/ OBC/SC/STcategory. On yearly basis more than 5000 men and women are estimated to be provided withvocational training in order to enable them to be employed or self employed for a happyand fulfilling life.

3. Setting up of infrastructure facilities by providing Computers FurnitureSewing Machines etc. For running Skill development training Programmes at SkillDevelopment Centre in Dr. B.R. Ambedkar Foundation Campus Jaipur Rajasthan.

RITES has contributed for infrastructure facilities like Computers Furniture SewingMachines etc. for running Skill development training Programmes. Due to lack of skillpoverty socioeconomic conditions youths are deprived of job opportunity especially inrural areas.

The main objective of this project is to enable the SC/ST OBC and women candidatesovercome the difficulties and get employment after Skill training.

4. Skill Development training Programme by Apparel Made ups & Homefurnishing Sectors Skill Council (AMHSSC) under National Skill Development Corporation(NSDC) under Ministry of Skill Development & Entrepreneurship Govt of India.

RITES has contributed for Skill Development training Programme of Self Employed Tailorand In-Line Checker in line with Pradhan Mantri Kaushal Vikas Yojana (PMKVY).

Beneficiaries of training in Self Employed Tailor and In-Line Checker can start theirsmall business of stitching and start earning basic livelihood or alternatively can getemployment in this field.

Objective of the trainings is to encourage self-employment leading to reduction inmigration of people from villages to the urban areas.

5. Empowering children/women through Self-Defense Training programs in NationalCapital Region by Jwala Mahila Samiti Indore Madhya Pradesh.

RITES has contributed for Self-Defense Training Programme for women &children.During the training women/ children were taught the skills to as to verbally respond to apotential sexual threat strike vulnerable areas escape from choke holds and body grabsand execute defense techniques. Self-defense training has equipped the beneficiary thetools to identify and prevent violence and sexual abuse.

6. Sponsorship of 2 Children's homes and 25 youths for employment linked highereducation to children of SOS Children's Villages of India.

RITES has taken initiative for Sponsoring 2 children's homes in Greenfields Faridabadand 25 youth for employment linked higher education to Children of SOS Children's Villagesof India in Faridabad Bawana Delhi and Bhubneshwar Orissa. RITES also distributed WoolenJackets to Children and Sarees to the assigned mothers of these orphan Children.

Beneficiaries are the parentless children of SOS Children's Village who will get allthe logistic support to attend school college education and vocational training.

SECTOR: Eradicating hunger poverty and malnutrition promoting health care includingpreventive health care and sanitation including contribution to the Swachh Bharat Koshset-up by the Central Government for the promotion of sanitation and making available safedrinking water.

7. Provision of Health Care facilities for women during pregnancy in Dr. B.R.Ambedkar Foundation Campus Jaipur Rajasthan.

RITES has contributed for medical assistance regular medical check up and provision ofHealthy diet and nutrition to women during pregnancy.

Healthy diet and nutrition is required for all human beings especially women duringpregnancy. Unhealthy diet during pregnancy is a major cause which results in prematurebirth and also increases pre natal mortality risks. The objective of the project is tokeeps both the mother and child healthy with the healthy diet like Milk products rich incalcium and protein that protects from anaemia weakness infections and keeps the immunesystem strong.

8. Construction of One 5 seated Community Toilet in Kanpur U.P.

RITES has set up a Community Toilet at Fazalganj Kanpur through SULABH International.The project will help overcoming open defecation by public in Fazalganj area of Kanpurcity which was earlier affected by poor sanitation due to inadequate infrastructure. Theproject will also reduce the incidences of health issues leading to healthy community andoverall development of the people living in and visiting this area.

9. Supply and Installation of Hand pumps for Drinking Water in villages ofDistrict Hathras U.P.

RITES has installed Hand pumps in villages of District Hathras U.P. Objective of theproject is to provide safe drinking water to the villagers. Water is a fundamental humanneed and an average human being requires 20 to 50 liters of clean & safe water everyday for drinking cooking etc. Presently they are fetching water from very far awayplaces. Installation of Hand pumps will benefit villagers in meeting their basic need ofwater.

10. Surgery for Congenital Heart Disease for children

RITES have joined hands with Balaji Heart Hospital & Diagnostic centre MumbaiMaharashtra in noble cause of Paediatric Cardiac Surgery for infants born with CongenitalHeart Disease. About 78000 infants born with congenital heart disease in India die everyyear because of inadequate health care facilities in the country. RITES provided funds forCardiac Surgery of four children. By this Initiative of RITES four lives have been savedbringing smiles on the faces of the relatives and parents of the patients.

SECTOR: Ensuring environmental sustainability ecological balance protection of floraand fauna animal welfare agro-forestry conservation of natural resources andmaintaining quality of soil air and water including contribution to the Clean Ganga Fundset-up by the Central Government for rejuvenation of river Ganga.

11. Solar Street Lighting System in villages of Ghazipur Bhadohi Shrawasti MirzapurShahjahanpur & Sultanpur District of UP and Pali District of Rajasthan.

RITES has installed Solar Street Lighting Systems in villages of Ghazipur BhadohiShrawasti Mirzapur Shahjahanpur & Sultanpur District of UP and Pali District ofRajasthan. Objective of the Project is to provide solar powered street lighting system tothe villages where power outages are very high. The village streets are ill lit due towhich villagers are at a constant danger of mis-happenings in night.

Installation of solar street lights will benefit the villagers.

12. Setting up Rain water harvesting System at Government schools in Jaipur Rajasthan

RITES has contributed for Setting up Rain Water Harvesting System at Government schoolsin Jaipur Rajasthan. This project would facilitate in replenishing the ground water tableand thus contribute to environmental sustainability.

13. Procurement of Composting Machine for execution of Biomass Gas at National Academyof Indian Railways (NAIR) at vadodra Gujrat.

RITES has contributed for Procurement of Composting Machine for execution of BiomassGas at National Academy of Indian Railways (NAIR) at Vadodra Gujrat.

SECTOR: Rural Development Project. 14. Farmer & Agriculture Awareness Program infive Villages of Tehsil Kishangarh District Ajmer Rajasthan.

RITES has taken initiative for Farmer & Agriculture Awareness Program through anNGO WARDS. The objective is to create awareness about Govt. Policies for farmers welfaremeasures announced from time to time newer trends in agricultural reforms weatherforecasts Implementation of Kisaan Beema etc. use of computers and Internet andencouraging the farmers for Saving Habits etc among farmers of villages in KishangarhTahsil of District Ajmer Rajasthan.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Being a premier consulting organization RITES is constantly enhancing the knowledgeand professional pool by inducting the desired professionals in its team every year. TheHuman Resource department is committed and focused to achieve deliverables in terms oftalent acquisition employee engagement talent retention career progression anddevelopment of the human capital.

A pool of experienced professionals is already part of RITES team and their strength ismultiplying every year. The focus is on inducting enriched professionals at various levelsincluding fresh incumbents such as Graduate Engineer Trainees and Management Trainees.RITES boasts of its rich talent pool comprising of experienced and fresh graduates hiredfrom IITs NITs IIMs XLRI and MDI etc. During the financial year 2017-18 RITES inductedmor than 225 employees either on regular pay scale contract with pay scale and on fixedtenure contract on lump sum remuneration.

Talent acquisition thus is a continuous exercise round the year in the Company. Inorder to meet its continuous need for trained and experienced manpower from Railway RoadPort and Metro sectors RITES has been hiring experienced skilled manpower from IndianRailways on deputation basis which gets rotated every 3/5 years. In the current year 49deputationists have joined as per the requirements of the Company.

In-house training programs aimed at improving the functional and technical skillsacross all levels of employees were organized throughout the year. Also professionalprograms workshops and seminars conducted by reputed and prestigious agencies werecarefully identified in line with business needs of RITES and suitable officers werenominated for such programs. RITES has provided 9784 days of training to its employeesduring the current year. In order to build a strong leadership base customized multipleweek-long workshops were organized through IIM Lucknow for 80 officers across thecountry. Succession planning for critical roles has also been undertaken to ensurebusiness continuity and long term organization sustainability. Other key areas in whichtraining were imparted includes Project Management Contract Management and arbitrationRisk Management etc. Employees were sensitized on labour law compliances throughappropriate programs/ workshops to comply with statutory obligations.

Employee physical and financial wellness programs covering stress management lifestylediseases and financial planning were among the other awareness programs organized duringthe year. Newly recruited GETs and other employees were given structured inductiontraining for seamless assimilation into the organization duly understanding theorganizational culture. Special focus was laid on developing a capacity building plan tobring in structured intervention for employees at specific stages of their career. In linewith GOI initiative of promoting cashless society trainings were organized to educate andsensitize various employee groups to use digital modes of payments. RITES has adoptedonline PMS system and extensive trainings were organized presence across offices to alignemployees with the new system.

Knowledge forum was revived to facilitate knowledge exchange in subject domain ofTechnology and Management. Sessions were organized under the aegis of knowledge forum tobroaden the knowledge horizon of RITES employees. The scheme for membership of Nationaland International Institutions has been introduced for all regular employees in order tokeep the knowledge updated and abreast with latest development across the globe.

In order to ensure data and information security as well fostering the idea ofbusiness continuity the HR function has taken a leap forward to keep the records indigitized format. The personnel files along with other important files have been scannedand kept in digitized format. Transparency in the process along with the ease of operationis one of the key objectives. Electronic Performance Management System has beensuccessfully executed enabling paperless and transparent system of filling the Annualperformance Appraisal reports online with quality and in a defined time period.

RITES has adopted best practices to ensure equal opportunity and provide harmoniousenvironment for advancement and growth of women employees by conducting several programmeson gender issues sexual harassment and conducive working conditions. At the same timeopportunities are given to women employees to participate in meetings project works andcommittees etc to foster the need of equal opportunity without any gender bias. RITESwomen employees are the backbone of the company who not only mark a significant in thehuman capital but also play a significant in the development of company's image. Crchefacility has also been introduced during the current year to take care of their children.

IMPLEMENTATION OF RIGHT TO INFORMATION (RTI) ACT 2005

Right to Information (RTI) Act living up to the expectation of being one of the mostprogressive and friendly legislation through 13 years of its existence has empowered theIndian citizens who until this time had no way of securing information from theGovernment to access information under the control of the public authorities therebypromoting transparency and accountability to the working of the authorities.

A provision for submission of RTI applications/ First Appeals online coupled withpayment of application/additional fees through internet banking debit/credit cards andRuPay cards has been provided on RITES website which enabled the citizens to file theirapplications/first with ease and receive information faster cutting on the cost of postaldispatch and time of postal transit.

During the year 2017-18 office of the Public Information Officer (PIO) received 441new applications seeking information under the RTI Act 2005 as against 273 during theprevious year an increase of 61.54% which can be attributed to user friendly resourcefor submission of RTI applications online whereas the office Appellate Authority (FAA)received only 78 first appeals as against 70 during the previous year which illustrates adecrease of approx. 8% in first appeals to application ratio. RITES also complied with thedecision of the Hon'ble Central Information Commission in the sole second appeal asagainst four second appeals filed during the last financial year thereby a decrease of75% in the second appeals as against the previous year.

Every effort is made to provide the information within the stipulated time. Trackingand rigorous follow-up is done for each application for its timely disposal. RTI portal isused effectively for dissemination of information. Categories of information frequentlysought have been identified catalogued and organized in a retrievable user-friendlydatabase which is being used effectively for proactive disclosure of information throughRITES portal.”

EXHIBITIONS AND AWARDS

Exhibitions

RITES participated in specialized domestic and overseas exhibitions to interface withbusiness delegations policy makers and potential clients. It provided a platform todisplay RITES multifarious capabilities and to further explore business opportunities. Itenhanced a better understanding strategic cooperation and multilateral relationships withvisiting stakeholders.

These various expositions provided an opportunity to share ideas and latesttechnologies with prospective clients in the new global scenario. This was beneficial forfuture business development.

The company participated in various expositions such as:

i. The India Engineering Exhibition (INDEE) Bangladesh from November 2-4 2017 Dhakaand International Industrial exhibition at Ekaterinburg Russia (July 10-13 2017organised by EEPC (Ministry of Commerce).

ii. Middle East Rail Exhibition-2018 Dubai UAE (March 12-13 2018).

iii. Global Exhibition on Services (GES) 2017 - Railway Pavilion organized by TheConfederation of Indian Industry (CII) held on 17-20 April 2017 at India Expo MartGreater Noida.

iv. Integrated Transport and Logistics Summit 2017 May 3-5 2017 at Vigyan Bhawanorganized byof the First FICCI / Ministry of Road Transport Highways and the IndianRailways.

v. ‘New India- We Resolve to Make' exhibition cum cultural programmes atRanikothi Civil Line Nagpur from September 6-10 2017 organised by Ministry ofParliamentary Affairs in association with RITES.

vi. Exhibition on CSR works at Ghazipur (U.P.) on 27th May '2017.

vii. The International Railway Equipment Exhibition (IREE)- (Oct 11-132017) at PragatiMaiden organised by The Confederation of Indian Industry (CII).

viii. Maritime India Summit and Exhibition (November 22-24 2017 Mumbai) organised byCII.

ix. Asean-India Investment Meet & Expo 2018 Ashoka Hotel Delhi (Jan 22-232018)organized by Project Exports Promotion Council of India (Ministry of Commerce).

Awards

Company received following awards for its performance during the year 2017-18:

i. EEPC Top Exporters Silver Award for 2013-14 under the merchandise category forforeign exchange (EEPC Ministry of Commerce).

ii. Dun & Bradstreet PSU Award 2017 for Industrial Development & TechnicalConsultancy Services.

iii. Silver Trophy for Star Performer for Export of Engineering Services (LargeEnterprise) for 2014-15 - EEPC India. iv. Rajbhasha Gaurav Purushkar Pratham for 2016-17.

v. Governance Now PSU Award for Business Diversification (Miniratna I) for 2017.

vi. Dainik Bhaskar India Pride Award 2017-18.

Auditors

The Comptroller & Auditor General of India appointed the following as Statutory andBranch Auditors for the year 2017-18.

M/s Agiwal & Associates Delhi Statutory Auditors
M/s Pratap B Sheth & Co. Mumbai Branch Auditors for Western Region
M/s S.K. Bhattachariya & Co. Kolkata Branch Auditors for Eastern Region
M/s Venkat & Vasan Chennai Branch Auditors for Southern Region

The Board would like to place on record their sincere thanks for the valuable servicesrendered by Statutory Auditors and the Branch Auditors.

SECRETARIAL AUDITOR

The Board has appointed Akhil Rohatgi & Co. Practising Company Secretary toconduct Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report forthe financial year ended March 31 2018 has been placed at Annexure IV.

The Secretarial Audit Report does not contain any qualification reservation or adverseremark.

GENERAL

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

1. Details relating to deposits covered under chapter V of the Act.

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

3. Issue of shares (including sweat equity shares) to employees of the Company underany Scheme save and except ESOS referred to in this report.

4. Neither the Chairman and Managing Director nor the Whole-time Directors of theCompany receive any remuneration or commission from any of its subsidiaries.

5. No significant by the Regulators or Courts or Tribunals which impact the goingconcern status and Company's operations in future.

Your Directors further state that during the year under review there were no casesfiled pursuant to the Sexual Harassment of women at workplace (Prevention Prohibition andRedressal) Act 2013.

APPRECIATION

The Directors take this opportunity to express their sincere thanks to the esteemedClients in India & abroad Shareholders Central and State Governments for theirconsistent support to the Company and look forward to the continuance of the mutuallysupportive relationship in future. The Directors also wish to place on record theirappreciation of the hard work dedication and commitment of the employees. The enthusiasmand unstinting efforts of the employees have enabled the Company to touch new heightsduring the year.

ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation for the assistance andco-operation received from the Ministries of Railways Road Transport and HighwaysExternal Affairs Finance Commerce Urban Development and other ministries departmentsand agencies office of Comptroller & Auditor General Reserve Bank of India Bankersof the Company Indian Embassies & Missions abroad and Foreign Missions &Embassies in India EXIM Bank without whose active support the achievements of the Companyduring the year under review would not have been possible.

For and on behalf of Board of Directors
Place: Gurgaon (Rajeev Mehrotra)
Dated: 30th July 2018 Chairman & Managing Director and Chief Executive Officer