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Rites Ltd.

BSE: 541556 Sector: Engineering
NSE: RITES ISIN Code: INE320J01015
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OPEN 250.00
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VOLUME 7509
52-Week high 331.00
52-Week low 191.00
P/E 10.87
Mkt Cap.(Rs cr) 6,131
Buy Price 245.15
Buy Qty 33.00
Sell Price 245.55
Sell Qty 154.00
OPEN 250.00
CLOSE 250.95
VOLUME 7509
52-Week high 331.00
52-Week low 191.00
P/E 10.87
Mkt Cap.(Rs cr) 6,131
Buy Price 245.15
Buy Qty 33.00
Sell Price 245.55
Sell Qty 154.00

Rites Ltd. (RITES) - Director Report

Company director report

To

The Members

The Directors present 46thAnnual Report of the Company together with theaudited Financial Statements and Auditors' Report for the year ended 31stMarch 2020.

FINANCIAL HIGHLIGHTS

The financial performance of the Company for the year 2019-20 is given below: (Rs.in Crore)

Particulars:

Standalone

Consolidated

2019- 20

2018- 19

2019- 20

2018- 19

Financial Results:
Total Income 2665 2164 2734 2240
Operating Turnover 2401 1969 2474 2048
Other Income 264 195 260 192
Operating Expenditure 1842 1487 1868 1518
Profit Before Tax (PBT): 823 677 874* 730*
Income Tax including 227 232 241 240
Deferred Tax
Profit After Tax (PAT) 596 445 633 490
Appropriations:
Dividend including Dividend Distribution Tax 397 258 405 265
Transfer to General Reserve - - - -

BUSINESS PERFORMANCE

During the financial year 2019-20 Company was engaged in a number of prestigiousprojects in India and abroad which included: Project Management Consultancy services for

(i) Rail Infrastructure for DVC NTPC CIL and others at multiple locations

(ii) Construction of double line electrified track with Signalling andTelecommunication system and related infrastructure for Western Dedicated Freight Corridor(1477 km) from Dadri to JNPT Mumbai.

(iii) Railway Station Development projects at Ayodhya and Varanasi

(iv) Construction of Balance works in High Speed Track (HST) at NATRAX - Ministry ofHeavy Industries

(v) Construction supervision of Srinagar (J&K) airport

(vi) Independent Engineer Services for Paradip Port Trust

(vii) General Consultancy for Metro Rail System of Ahmedabad Nagpur Pune and Delhi

(viii) 373 RCC bridge construction in West Bengal. Detailed Project Reports (DPR) for

(i) 9 Railway Tunnels between Manabar – Chatariput and Koraput- Singapur Road(Telangana) section for East Coast Railway

(ii) Detailed design of alignment for Delhi – Ghaziabad – Meerut Line forRRTS Corridor for NCRTC

(iii) Consultancy for capacity enhancement through Semi – High speed and HighSpeed Railway Line for Railway Board

(iv) Rail Based Mass Transit Systems for Gorakhpur Allahabad Chennai VijayawadaJammu Srinagar Thane Nagpur Mumbai Kanpur and Agra

(v) Roads under Bharatmala scheme in West Bengal Punjab & Haryana

(vi) Authority Engineer for construction of Vijayawada – Machilipatnam section ofNH-9 in AP & Baharagora - Singhara section of NH-6 in Odisha

(vii) Greenfield International Airport at Bhiwadi Rajasthan and

(viii) Airports at Chitrakoot & Kushinagar Uttar Pradesh.

Detailed design consultancy and construction supervision of Railway Tunnels on

(i) Jiribam – Tupal section of New Railway line project in Manipur N.F. Railway

(ii) Feasibility Study of Mumbai - Chennai High Speed Railway line (1300 km) and

(iii) Final Location Survey and GT Investigations for Mumbai - Ahmedabad High SpeedRailway line (508 km) for National High Speed Railway Corporation (NHRCL) using AerialLiDAR survey.

Construction of Integrated Check Posts at Biratnagar along Indo-Nepal border and Morehalong Indo - Myanmar border.

Project monitoring work of Passenger Ropeway Projects at Jammu (J&K) GuwahatiRajgir & Banka (Bihar) and Sholingur & Ayyarmalai (Tamil CMD RITES Shri RajeevMehrotra signs an MoU with Hon'ble Minister of Railway Development Republic of Ghana Mr.Joe Ghartey at International Rail Conference 2019 in New Delhi Nadu). PMC for CentralUniversity at Pondicherry Gulbarga Kasargod Gaya Allahabad NIT/ Meghalaya BusinessPark of NSIC Heritage Building of Allahabad University Quality Assurance of new AIIMS atManglagiri Madurai Bibinagar Deoghar Gorakhpur Raebareli Bhatinda Bilaspur NagpurKalyani and Guwahati maintenance of Rolling Stock & Workshop Equipment at variouslocations of NTPC like Rihand Singrauli Sipat Talcher Kahalgaon & Farakka. RITEScontinues to provide its consultancy services for various projects on turnkey constructionbasis for Indian Railways:

• Construction of doubling of track between Gooty and Dharmavaram section SouthCentral Railway route length (90.20 kms) and Anuppur to Pendra Road third line in SouthEast Central Railway Route length (50.10 Kms)

• Railway electrification work of Sawai Madhopur

– Jaipur – Ringas Section of North Western Railway Route length (188 kms)and Vijaypur - Maksi section of West Central Railway Route length (188 kms) includingS&T and civil works.

• Redevelopment of Ayodhya and Varanasi Railway Stations in UP

• Setting up of Wagon POH workshops at Bikaner Dalmianagar and Kurduwadi

• Provision of facilities for LHB coaches at New Bongaigaon & Jodhpur

• Setting up of DEMU car shed at Lumding and ROH Depot at Sarla.

During the year Company was also engaged in a number of prestigious internationalassignments covering export and consultancy services which included supply of 6 sets ofDEMUs (78 coaches) and 10 Broad Gauge AC-AC Diesel Electric Locomotives to Sri LankaRailways. Supply of 160 Broad Gauge passenger coaches to Sri Lanka is under execution.Detailed Design Consultancy Services for a standard Gauge Railway line between Tema andAkosombo and study for diversion on proposed Tema-Akosombo Standard Gauge Railway line inGhana; DPR of East Bank – East Coast road linkage project Georgetown in Guyana(South America) Construction Supervision of Tshesebe to Masunqa Road in Botswana PMC for4-Lane National Highway project in Bangladesh Construction Supervision Services for MetroExpress project and tender for Trident Port for Govt. of Mauritius. During the yearCompany has secured new business for supply of two sets of fully air conditioned DEMUscomprising 26 Coaches to Sri Lanka Railways. Further in a significant development ourefforts to enter different gauge markets for exports succeeded and we emerged as asuccessful bidder in February 2020 for an export order of around

Rs. 700 crore and the agreement has subsequently been signed.

OUTLOOK

Over the years RITES as one of the leading transport infrastructure consultingcompanies had significant impact in development of various infrastructure and mobilityprojects in transport and infrastructure sectors viz Railways Highways Ports AirportsWaterways Ropeways Urban Transport Urban Engineering Container Depots InstitutionalBuildings and Railway Electrification etc. RITES is providing diversified andcomprehensive array of services from concept to commissioning in all facets of transportinfrastructure and related technologies. The Company continues to provide specializedintegrated transport infrastructure services and export packages for supply oflocomotives coaches wagons spare parts modernization of workshops and leasing ofLocomotives. The Company has expanded its reach through its subsidiaries and JV Companiesby venturing into the business of wagon manufacturing and power management and renewablepower generation.

During the year the business of offering shunting locomotives on wet lease includingoperation & maintenance continued to be well received by domestic non-railway clientsand the Company has a fleet of 62 locomotives for leasing. Apart from wet leasing Companywas engaged in maintenance of over 130 diesel locomotives & 1500 wagons owned bycustomers like NTPC NSPCL WBPDCL SAIL & APCPL.

As a matter of diversification RITES has expanded its operations in emerging sectorsand currently undertaking projects in renewable energy power procurement through itssubsidiary Railway Energy Management Company Limited (REMCL) - a Joint Venture Company ofRITES and Indian Railways. REMCL has successfully implemented power procurement of over1457 MW power through open access for Railways in 13 entities across the country covering73% of their traction energy requirement resulting in saving of about Rs. 3761crore during the year and cumulative saving of Rs. 14332 croreto Indian Railways intheir electricity bills till March 2020. REMCL is working out energy saving potential in 5production units of Indian Railways.

Also REMCL has awarded 248 MW of solar rooftop projects so far 52 MW solar rooftopprojects have been commissioned and 135 MW is under implementation stage. 52 MW of solarground-mounted projects have been awarded successfully and bids have recently been invitedfor about 2400 MW of solar ground-mounted projects on vacant railway lands.

SAIL RITES Bengal Wagon Industry Pvt. Ltd. - joint venture on 50:50 basis (SRBWIPL) hasachieved highest ever output of new 743 BOXNHL wagons & rehabilitated 323 BOXNR wagonsduring the 2019-20 inspite of constraints faced due to pandemic. Also the Company wasgranted the prestigious G-105 certification by RDSO during the year. RITES subsidiaryRITES (Afrika) (Proprietory) Limited had revenue of Rs. 7.94 crore during the FY2019-20 as against Rs. 7.11 crore during FY 2018-19 with Profit after Tax of Rs.0.41 crore in FY 2019-20 as against Rs. 0.25 crore in FY 2018-19. The Company isexploring opportunities for further business in Africa.

IMPACT OF CORONAVIRUS (COVID-19)

Coronavirus (Covid – 19) outbreak is an unprecedented global situation that theworld is dealing with in terms of its human and economic consequences. In the last monthof FY 2020 it forced governments in several countries to enforce lockdowns of alleconomic activities. For the Company the focus shifted to ensuring the health andwell-being of all employees and minimizing disruption to services for our customersglobally. To the extent possible Company has tried to negate the impact through remoteworking. Company took all the recommended precautions and preventive measures to ensuresafety and well-being of its employees.

The Company resumed its operations only after completion of safety checks and has putin place the mandatory protocols and SOPs for all the employees as per the guidelinesstipulated by the Ministry of Home Affairs.

The impact was felt on the new orders and collection performance as last month of thefinancial year plays an important role towards improving collections. A significantoutstanding of USD 29 million from a foreign client which was to be received in FY19-20is now being realised during FY20-21 citing reasons of delays due to Covid-19. It alsoimpacted some of the domestic and international projects of PMC quality assurance andturnkey construction where work was stalled due restrictions on movement of goods &people and constructions activities. These projects also include few major projects likerail line doubling project between Gooty - Dharamavarm third line project between PendraRoad – Anuppur and railways electrification work between Vijayapur- Makshi section.

Further Company has contributed Rs.16 crore to PM-CARES Fund. Also itsemployees have voluntarily contributed one day's pay each for the months of April and May2020 during the pandemic crisis.

BONUS ISSUE

In the financial year 2019-20 your Company has issued bonus shares in the ratio of oneequity share for every four equity shares held (i.e. 1:4) in the month of August 2019. Asa result of bonus issue paid-up share capital of the Company has increased to Rs.250 crore from Rs. 200 crore.

OFFER FOR SALE

In the said financial year The Promoter of the Company i.e. "The President ofIndia represented by Ministry of Railways" through Offer for Sale (OFS) mechanismdisinvested 38452826 equity shares. As a result of the offer for sale holding of thePresident of India reduced to 72.02% as against 87.40% of the paid up equity share capitalof the Company thereby making the Company compliant on minimum public shareholdingrequirement.

COST RECORDS AND COST AUDIT

Maintenance of cost records and requirement of cost audit as prescribed under theprovisions of Section 148(1) of the Companies Act 2013 are not applicable for thebusiness carried out by the Company.

CAPITAL STRUCTURE

During the FY 2019-20 on account of issuance of bonus shares the paid–up sharecapital of the Company was increased from Rs. 200 crore to Rs. 250 crore asagainst the Authorized Share Capital of Rs.300 crore.

DIVIDEND

Your Company has a consistent track record of dividend payment. For FY 2019-20 alsobased on Company's performance the Directors have declared two interim dividendsaggregating to Rs.10 per equity share. The Directors have also recommended a finaldividend of Rs. 6 per equity share. The total dividend for financial year 2019-20is Rs. 400 crore (i.e. Rs. 16 per share) which is 160% of paid up sharecapital of the Company.

The total dividend payout for the year works out to be Rs. 330 crore whichincludes Rs. 80 crore final dividend for financial year 2018-19 and Rs. 250crore interim dividend for the financial year 2019-20.

DIVIDEND DISTRIBUTION POLICY

The Dividend Distribution Policy in terms of Regulation 43A of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 is annexed to this report as Annexure –D and is also available on theCompany's website i.e. www.rites.com.

DEPOSITS

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

RESERVES

The company has not transferred any amount to the reserve during the financial year2019-20.

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 practicing 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:

RITES and its subsidiary (REMCL) have planned various initiatives towardsdecarbonization of energy envelop. REMCL is in process of establishing about 3000 MW solarpower projects for Railways on vacant railway land in the country. Successfulimplementation of these solar energy projects will reduce the Co2 emissions by about 40lakh tons per year. Solar power plants have been installed on rooftops to generate greenenergy. Also automation of chillers has been planned with VFD controlled pumps whichwill lead to substantial conservation of energy.

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

Railway Energy Management Company limited (REMCL) the subsidiary Company of RITESLimited has paved the way of successfully implementing 26 MW windmill plant in Rajasthan10.5 MW in Tamil Nadu for Southern Railway & 56.4 MW in Maharashtra for CentralRailway. 300MW solar projects of Railways are under pipeline.

TECHNOLOGY ABSORPTION

I. The efforts made towards technology absorption:

RITES strives to procure and absorb the best and latest technological innovations inareas of its business by continuously updating its software and knowledge base bysponsoring and encouraging its employees to become members of National/InternationalInstitutions for improving their professional standing and commitments activelyparticipate in national and international seminars and conferences peruse information andtechnological updates available on internet study of periodicals etc. Also the Companyis supporting IR PUs for developing Cape/Meter gauge locomotives and Cape Gauge stainlesssteel body coaches with Y-frame stainless steel bogie. RITES is also supporting one StartUp Company developing hydrogen fuel cell technology at a competitive cost for use inenergy storage cells of drones e-bikes forklifts factory equipment.

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

RITES has received a Consultancy Contract for study on emission from diesel locomotivesand setting up of Emission Standards. This study has paved the way for setting up oflocomotive emission standards for India and preparing a roadmap for Indian Railways withidentification of emission reduction technologies to reduce environmental pollution. RITEShas received consultancy work for conversion of railway freight yard into Smart Yards ofIndian Railways. With infusion of state-of-the-art technology for defect detection likeABD WILD and Vision equipment leading to predictive maintenance instead of the presentcorrective maintenance. This would allow all day/night all-weather maintenance withreduced wagon detachment at freight yards while increasing the availability of wagons toIndian Railways.

The Company is also using state-of-the-art design techniques to develop a lighterwelded underframe for narrow gauge coaches for Indian Railways with improved life cycleand reduced maintenance. RITES together with Indian Railways has developed and supplied3000 HP BG locomotives with AC-AC traction to Sri Lanka Railways. RITES has secured acontract from Northeast Frontier Railway for providing "Structural Health MonitoringSystem" for the Bogibeel Bridge project in Assam. The state-of-the-artinstrumentation and sophisticated computerized Structural Health Monitoring System shallbe installed and maintained for the bridge to enable the Railways to monitor and assessthe performance of the bridge on real-time basis. The Company is also using bettertechniques to set solar power plants along the railway tracks for efficiency improvementenergy saving and cost reduction.

FOREIGN EXCHANGE EARNING AND OUTGO

The foreign exchange earned and the foreign exchange outgo in terms of actual inflows/outflows during the year are as under: Total foreign exchange earning during the yearunder review was Rs. 633.54 crore (previous year Rs.3 278.173 crore) andforeign exchange outgo was Rs. 53.17 crore (previous year Rs.3 34.023crore). This resulted in net foreign exchange earnings of Rs. 580.37 crore(previous year Rs.3244.153crore).

PRESIDENTIAL DIRECTIVE

No Presidential Directive was received during the year.

VIGILANCE

The objective of RITES Vigilance Cell is to facilitate an environment for employees towork with integrity and efficiency in a transparent manner upholding highest ethicalstandards for the organization. To achieve the objective the Vigilance Cell carries outpreventive and punitive checks at regular intervals. Following activities were undertakenduring the Financial Year 2019-20:

• Preventive checks were conducted regularly. Total 13 surprise checks in thefield of material inspectionand2preventivechecksatprojectsites including documentsscrutiny were conducted at Mohali Faridabad Kapurthala Howrah Raipur MumbaiHyderabad Panipat Bokaro and Raigarh etc. Vigilance provides vital inputs to theauthorities for improving the prevailing systems for bringing about more transparency andplugging out loopholes. Accordingly 12 System Improvements were recommended by Vigilanceand implemented by Authorities.

• 6 CTE type examinations were taken up in the calendar year 2019 at Anantapur(Andhra Pradesh) Sonipat Jammu Gurugram Raigarh and Raghunathpur (West Bengal). Duringthese intensive examinations high value procurement/contracts were scrutinized andchecked comprehensively and necessary recommendations were forwarded to concernedauthorities for implementing suggestions for improvement.

• In order to share the experience 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 Offices in Ranchi &Raigarh and Inspection Offices in Mumbai Delhi Chennai Kolkata and Bhilai.

• As per the Guidelines of Central Vigilance Commission RITES observed VigilanceAwareness Week with a theme "Integrity – A Way of Life" from 28thOctober 2019 to 2nd November 2019. On the opening day i.e. 28thOctober 2019 an oath was administered to the employees at Corporate Office. During theweek a Vigilance Bulletin on common irregularities in Project Execution Inspection ofMaterials Systemic Improvements and various articles related to "Integrity – AWay of Life" were published for creating awareness amongst employees. A postercompetition on the theme "My Vision Corruption Free India" was also organized. Anukkad natak was organized to create awareness amongst employees. An elocution and essaywriting competition on the topic "Integrity – A Way of Life" was organizedfor students of various Government / Private schools located in Gurugram. Detailed reporton the observance of Vigilance Awareness Week – 2019 has been sent to Railway Board& CVC.

• Vendors' Meets chaired by Chief Vigilance Officer were organized at MumbaiDelhi Chennai and Kolkata to develop awareness for "Integrity – A Way ofLife".

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. 2.41 to the standalonefinancial statement which sets our related party disclosures. The details of contractsentered into with related parties in prescribed format AOC-2 is placed at Annexure–I.

SUBSIDIARIES AND JVs

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 April 27 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.Further the Company has two overseas subsidiaries namely

(i) RITES (Afrika) (Pty) Limited Botswana; and

(ii) RITES Mohwarean Arabia Company Limited (RMAC) Saudi Arabia. RMAC is underliquidation and investment made by the Company has already been recovered. The Companyalso has two joint ventures namely SAIL RITES Bengal Wagon Industry Private Limited (a50:50 JV Company) and BNV Rail Gujarat Private Limited (26% stake in JV).

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 2.7.1 2.8 2.9 2.16 2.17 & 2.41.2.2 ofthe standalone financial statement).

PARTICULARS OF EMPLOYEES

As per the provisions of section 197(12) of the 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 or material order has been passed by the Regulators or Courts orTribunals impacting the going concern status of the Company and its operations in future.

RISK MANAGEMENT

The Company's Risk Management Committee as on 31st March 2020 comprised ofDr. Rajendra Nath Goyal (Chairman) Mr. Anil Kumar Goel (Member) Mr. Gopi SureshkumarVaradarajan (Member) Mr. B.P.Nayak (Member) and Mr. A.K. Tewari (Member). The Companyfollows a consistent and comprehensive risk management strategy at all levels. Each SBUhas a risk working committee to assess and mitigate risks at operational level. The riskreported and mitigation plans across whole organization are reviewed by Enterprise RiskManagement Committee consisting of senior executives of Company which in turn presentsconsolidated report of Companywide risks assessed and suggestions for risk mitigation toRisk Management Committee of board for review and approval. During the year two meetingsof Risk Management Committee were held.

Decisions taken on risk mitigation are implemented and reviewed regularly foreffectiveness for which a rigorous system of audits by internal as well as externalauditors exists. Company's Risk Management procedure covers all aspects which may affectits working like changes in business environment Government policies competencyrequirements manpower planning safety of manpower buildings and other assets currencyrisk management data security cyber security etc.

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 efforts were made to accelerate the progressive use of Hindi in officialwork of the Company. Important documents such as Annual Report MOU Circulars OfficeOrders Minutes of various meetings and Questionnaire of Parliament Committees wereprepared in bilingual form.

Rajbhasha Pakhwada was organized successfully in RITES' corporate office from 14thSeptember 2019 to 27th September 2019. ‘HINDI DIWAS' message by CMD was issuedtimely to all RITES officials. Competitions such as essay noting and drafting poetryrecital Hindi typing and elocution were organized during this period and Hindi workshoptable training and inspections of various departments were also conducted. Winners ofvarious competitions were awarded cash prizes and certificates by Director. Variousproject and inspection offices also organized Rajbhasha Pakhwada at their respectiveoffices. CMD RITES delivered his speeches on various occasions in Hindi.

Assurances given to the second sub-committee of Committee of Parliament on OfficialLanguage during the inspection of inspection office/Northern region/New Delhi werefulfilled and a report was submitted to Railway Board.

During the year workshops/table trainings were conducted for officers and staff.Various incentive schemes regarding the use of Hindi were implemented. The quarterlymeetings of Official Language Implementation Committee were held regularly whereinprogress of various items of Annual Programme of the Deptt. of Official Language Ministryof Home Affairs were discussed and reviewed. CMD and representative of RITES alsoparticipated in meetings of OLIC Railway Board and Town Official Language ImplementationCommittee Gurugram. Sh. Piyush Kansal ED(UI) RITES Ltd was awarded with Rail MantriRajbhasha Rajat Padak for commendable contribution in the progressive use of OfficialLanguage Hindi. RITES received ‘Rajbhasha Gaurav First Prize' for the year 2019 forexcellence in implementation of Rajbhasha policy from the Town Official Language CommitteeGurugram.

MEMORANDUM OF UNDERSTANDING

As per the DPE parameters the Company is likely to receive ‘Excellent' rating forthe year 2019-20 and the evaluation for the same is expected to be completed in duecourse. Negotiation of Memorandum of Understanding with Ministry of Railways for the year2020-21 is under process.

SCHEDULED CASTE SCHEDULED TRIBES AND OTHER BACKWARD CLASSES

Company has adopted the best practices for providing equal opportunities and harmoniousenvironment for advancement of SC ST OBC Minoritiesandwomenemployees.TheCompanyhasprovidedreservationinrecruitmentsandpromotions to SC/ST communities and in recruitments toOBC/ EWS/Divyang candidates. They are provided due relaxation in eligibility conditionsapplication fee while applying for recruitment and qualifying standards in recruitment andpromotion as per the Govt of India guidelines. In selection committees for recruitmentdue representation is given to SC ST OBC minorities and women members. During the year84 employees belonging to SC/ST/OBC/ EWS categories were inducted. The employees belongingto these communities are given due representation in the elected body of employees(CONCERT) for providing suggestions on HR policies.

SYSTEM ISO 9001-2015 CERTIFICATION

To ensure compatibility of its operations and services to international norms RITES isaccredited by NABCB a body under Quality Council of India with ISO: 17020 specificationsfor its inspection services. NABCB has also accredited RITES testing labs at Kolkata andMumbai with ISO: 17025 specifications. Also RITES is3accredited with latest version ofQuality Management System specification ISO: 9001:2015 to ensure quality output3 qualityin its operations continual improvement risk management practices in line and comparableto international norms.ISO:9001:2015 certificate has been awarded to RITES by NVTQC underANAB accreditation.

CORPORATE GOVERNANCE REPORT AND GREEN INITIATIVE

Your Company believes 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 theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and DPEguidelines on Corporate Governance a separate report on Corporate Governance practicesfollowed by the Company forms part of this Report placed at Annexure- A.

In support of the "Green Initiative" measure taken by Ministry of CorporateAffairs Government of India New Delhi enabling electronic delivery of documents andalso in line with circular issued by Securities and Exchange Board of India (SEBI) datedNovember 05 2011 and as prescribed under the relevant provisions of the Companies Act2013 and the Rules made thereunder the Company has sent Annual Reports in electronic modeto the shareholders who have registered their E-mail IDs either with the Registrar andTransfer Agents or with the Depositories.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis covering division-wise performance which forms partof the Directors' Report has been placed at Annexure –B. BUSINESS RESPONSIBILITYREPORT (BRR)

Fulfilment of environmental social and governance responsibilities is part of RITES'business culture. RITES is privileged to be amongst select top 1000 listed entities whichare mandated to include the Business Responsibility Report (BRR) as part of the AnnualReport. In compliance the BRR disclosures are integrated into the Annual report and aimedat describing RITES' initiatives in discharging responsibilities from an environmentalsocial and governance perspective. The BRR is attached as Annexure - C which formspart of this report.

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. Annual Return is also placed as Annexure IIof this report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

RITES has adequate internal control and audit systems for enhancement of efficiency inoperations and to ensure compliance with applicable laws rules and regulations. TheCompany has structured policies and guidelines for optimal delegation of authority forfacilitating business. RITES internal audit is conducted by experienced professionals andexternal audit firms. The internal control and audit systems are also reviewedperiodically. Corrective and preventive measures whenever necessary are taken forcontinuous improvement. The internal control system has been further strengthened throughthe following:-

Internal Financial Controls: The Internal Financial Control of the Company isanalyzed and audited for the compliance of the internal financial control and accordinglythe report on the Internal Financial controls under clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 is prepared and annexed to the Independent Auditor'sReport. As per the report the Company has in all material respects adequate internalfinancial controls with reference to the Financial Statements and such internal financialcontrol were operating effectively as on March 31 2020 based on the internal controlwith reference to the Financial Statements criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls over Financial Reporting issued by the Institute of CharteredAccountants of India.

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 is done by the Administrative Ministry. Further as per Notification issuedby Ministry of Corporate Affairs dated 5th June 2015 the provisions of the said sectionshall not apply to Govt. Company in case the Directors are evaluated by the Ministry orDepartment of the Central Govt. etc.

BOARD OF DIRECTORS AND NUMBER OF MEETINGS OF THE BOARD

As on 31st March 2020 the Company had 11 Directors comprising of four FunctionalDirectors two Government Nominees Directors and five Independent Directors. The Board met10 times during the year 2019-20.

The following Directors held office during the year:

Whole-time Directors:

Shri Rajeev Mehrotra Chairman and
(DIN: 01583143) Managing Director
Shri Gopi Sureshkumar Varadarajan Director Projects
(DIN: 08241385)
Shri Anil Vij Director Technical
(DIN: 07145875) (w.e.f. 04.11.2019)
Shri Bibhu Prasad Director Finance
Nayak (w.e.f. 07.11.2019)
(DIN: 08197975)
Shri Mukesh Rathore

Director Technical

(DIN: 07669150)

(up to 31.10.2019)

Shri Ajay Kumar Gaur

Director Finance

(DIN: 05333257)

(up to 31.07.2019)

Government Nominee Directors:

Shri Alok KumarTewari Director (w.e.f.
(DIN: 06694407) 30.05.2019)
Shri Vinay Srivastava Director (w.e.f.
(DIN: 08638850) 13.12.2019)
Shri B.K. Agarwal

Director (up to

(DIN: 07956187)

30.04.2019)

Shri A.P. Dwivedi

Director (up to

(DIN: 07122333)

13.11.2019)

Independent Directors:

Dr. P.K. Anand Director
(DIN: 00298962)
Ms. Geethakumary Director
(DIN: 08087165)
Dr. R.N. Goyal Director
(DIN: 08087148)

 

Shri Anil Kumar Goel

Director (up to 31st

(DIN: 00672755)

March 2020)

Shri Satish Sareen

Director (up to 31st

(DIN: 01874068)

March 2020)

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

Shri Rajeev Mehrotra Chairman & Managing
(DIN: 01583143) Director and Chief
Executive Officer
Shri Gopi Sureshkumar Director Projects
Varadarajan
(DIN: 08241385)
Shri Anil Vij Director Technical
(DIN: 07145875) (w.e.f. 04.11.2019)
Shri Bibhu Prasad Nayak Director Finance
(DIN: 08197975) (w.e.f. 07.11.2019)
Shri Parmod Kumar Chief Finance Officer
Narang (w.e.f. 01.08.2019)
Shri Ashish Srivastava Company Secretary
Shri Mukesh Rathore Director Technical
(DIN: 07669150) (up to 31.10.2019)
Shri Ajay Kumar Gaur Director Finance
(DIN: 05333257) (up to 31.07.2019)

DIRECTORS AND KEY MANAGERIAL PERSONNEL Inductions Retirements and Resignations

Shri Anil Vij (DIN: 07145875) was appointed as Director Technical of the Company w.e.f.04.11.2019.3 He possesses graduate qualification in three disciplines of engineering– Mechanical Electrical and Electronics & Communications (Gold Medalist). He hasalso done full time MBA at the Management Development Institute Gurugram specialising inOperations & Finance.3The Disclosure in this regard is availableat3https://www.rites.com/ upload/misc/Balancesheet/APPOINTMENT_OF_ DIRECTOR_TECHNICAL.pdf.

Shri Bibhu Prasad Nayak (DIN: 08197975) was appointed as Director Finance of theCompany w.e.f. 07.11.2019.3He is a qualified Cost Accountant (1988) and B.Tech. inMetallurgy(1985) from the Indian Institute of Technology Kharagpur.3The Disclosure inthis regard is available at3https://www.rites.com/upload/misc/Balancesheet/APPOINTMENT-DF.pdf. Shri Parmod Kumar Narang was appointed asChief

Finance Officer of the Company w.e.f. 01.08.2019). He is3Fellow Member of the Instituteof Chartered Accounts of lndia having post qualifying experience of over 32 years invarious fields including finance tax financial matters relating to projects financialaudit etc.3The Disclosure in this regard is available at3https://www.rites.com/upload/misc/ Balancesheet/APPOINTMENT-PARMODNARANG-CFO.pdf.

Shri Vinay Srivastava (DIN: 08638850) was appointed as a Government Nominee Director ofthe Company w.e.f. 13.12.2019.3He is a Mechanical Engineer from Jamalpur with a MastersDegree in Public Administration from Syracuse University he has experience of RollingStock Design Manufacture Testing and Operations etc.3 The Disclosure in this regard isavailable at3 https:// www.rites.com/upload/misc/Balancesheet/AppointmentofDirectorsGovtNomineeVS.pdf. Shri Anil Goel and Shri Satish Sareen wereappointed as Independent Directors on July 12 2019 and ceased to be Additional Directorson 30th July 2019 (date of AGM). They were again appointed as Additional Directors in theBoard meeting held on 30th July 2019. They are qualified Chartered Accountants with vastexperience. The term of these Independent Directors has ended on 31.03.2020. Appointmentof Directors is done by the Govt. of India from a pool of professionals in varied fieldswith due verification of expertise integrity and experience.

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 GopiSureshkumar Varadarajan (DIN: 08241385) and Shri Alok Kumar Tewari (DIN:06694407) willretire by rotation and being eligible offer themselves for reappointment.

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 necessarydeclaration from each Independent Director u/s 149(7) was received.

COMMITTEES OF THE BOARD

The Company has Audit Committee CSR Committee and other Committees of the Board inplace. The composition and scope of the committees are provided in the report of CorporateGovernance. A report on Corporate Governance together with the certificate thereon formthe part of this report at Annexure- A.

DIRECTORS' RESPONSIBILITY STATEMENT UNDER THE COMPANIES ACT 2013

In pursuance of Section 134 (5) of the Companies Act 2013 The Directors herebyconfirm 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

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 the sake of brevity.

KNOWLEDGE MANAGEMENT SYSTEM

Knowledge management3is the concept of finding gathering assessing organizing andsharing information and knowledge. The information and knowledge consist of documentsprocedures resources and employee skills. It is a tool to gather and organize essentialinformation that can be utilised to find the suitable persons having desired skills andexperience required to manage the projects efficiently. Knowledge Management has beenimplemented in RITES as a module of ERP SAP to identify capture evaluate retrieve andshare enterprise information. The system consolidates important information of itsemployees their knowledge and sector-wise experience and makes it available to SBUs forbusiness development.

To keep the system relevant and contemporary updation of information on projectsecured and additional expertise gained by employees is carried out regularly. Periodicreviews and diagnostic processes of the knowledge base are conducted to ensure that avaluable and effective Knowledge Management System is in place.

ENVIRONMENTAL PROTECTION

Being a consultancy organization RITES carries out feasibility studies detailedproject reports for projects of its clients. While carrying out these studies theenvironmental risks impacts and concernofallthestakeholdersareinvariablyintegral part ofthe report. RITES reports provide various alternative analysis for minimizing the impacts.The implementation of the EMP (Environment Management Plan) & RAP (Resettlement ActionPlan) is the responsibility of the client.

As regards International Projects preparation of Feasibility/DPR includes EIA(Environmental Impact Assessment)/EMP (Environmental Management Plan) and SIA (SocialImpact Assessment /RAP (Resettlement Action Plan) report are as per the requirement ofADB/World Bank and other International funding agencies conforming to prevailinginternational guidelines & standards. For RITES own office buildings the Company hasinstalled sewerage treatment plants and the recycled water is used for horticulture. Rainwater harvesting system has been installed to recharge the ground water. Reducing carbonfootprints is one of the main motives of the Company. REMCL a subsidiary Company has beenworking continuously for generating solar energy for Railways. Apart from that the Companyhas installed roof top solar energy plant to supplement its energy requirements.

CORPORATE SOCIAL RESPONSIBILITY AND SUSTAINABILITY

Corporate Social Responsibility (CSR) has gained growing recognition as a new andemerging form of governance in business. RITES has an increased focus on inclusion ofsocial and environmental considerations into Company's operations ensuring the success ofbusiness. At RITES it is our commitment to operate in economically socially andenvironmentally sustainable manner that is transparent and ethical. It applies to a widevariety of Company's activities which operate in very different social and environmentalsettings. In line with these principles a total of Rs.11.21 crore was spent duringFY 2019-20 against the mandatory requirement of Rs.11.20 crore.

Further the pandemic of COVID-19 has spread to the entire world and has posed serioushealth and economic challenges. Keeping in mind the need for dealing with this kind ofemergency and to provide relief to the affected the Company as a part of its socialresponsibility has contributed Rs. 1 crore out of the CSR Budget to the PM-CARESFund set up by the Government of India.

In line with the Guidelines on CSR issued by DPE and provisions of Section 135 of theCompanies Act 2013 a Board-level committee headed by an Independent Director has beenconstituted to oversee the implementation of CSR & Sustainability policy and to assistthe Board of Directors to formulate suitable policies & strategies in this regard. Ason March 31 2020 the CSR Committee comprises Shri Anil Kumar Goel an IndependentDirector and Chairman; Shri Satish Sareen Independent Director as Member; Shri BibhuPrasad Nayak Director Finance as Member; Shri R. N. Goyal Independent Director asMember; and Shri A. K. Tewari Govt. Nominee Director as Member. A report on CSR projectsfor the financial year 2019- 20 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 the Companies Act 2013. Key projects taken up during FY2019-20 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.

Financial Support for Promoting School / College education to the underprivileged &disadvantaged economic backgrounds students.

RITES has financially supported Gunjan Foundation an NGO with the prime objective ofpursuing educational and other welfare programs for the underprivileged. RITES believesthat by spreading literacy amongst those who don't have the means to learn we are notjust educating them but building the foundation for a stronger future.

Through this support education is provided to the marginalized children completely freeof cost and includes notebooks course books stationery uniform mid-day meals etc.

Financial Support to Ekal Vidyalayas in Jaisalmer Rajasthan and Nuh Haryana.

RITES has contributed towards upliftment of the deprived sections of the society inrural areas of the aspirational districts through adoption of EKAL Vidyalayas.

The concept of "One Teacher School" (Ekal Vidyalayas) as established in ruralareas in all states and that too in the remotest part of our country has proved as aninstrument to eradicate illiteracy and create awareness for education.

Multi-grade teaching system adopted in these Vidyalayas includes non-formal methods ofimparting education though physical training storytelling songs local dance &music yoga and games as the essential part of the curriculum. Basic education of readingwriting arithmetic and awareness on hygiene cleanliness fundamental rights of an Indiancitizen local sports facilities & subsidies available under government schemes RTImoral values etc equip the students to lead a better life in their villages rather thanmigrating to cities.

Financial Support for setting up infrastructure for Library in Government Schoolssouthern Rajasthan.

RITES has supported setting up of library in Government schools of southern Rajasthanby providing books furniture and other associated equipment to Rotary Club of Jaipur.These Government schools are located in tribal areas where the concept of school librarywas not known.

The library in schools besides providing information will help to generate ideas andenhance knowledge. It shall also help in improving literacy supporting formal educationproviding current information developing reading ability thus leading to social &cultural development.

Installation Operationalisation & Maintenance of 100 Smart Classrooms solution inGovernment Schools in various districts.

RITES through EdCIL India Limited operationalised a digital classroom initiative withintegrated teaching devices for "transforming the teaching-learning processes andimproved learning outcomes" in 100 classrooms of 58 Government schools in variousdistricts of Haryana and Uttar Pradesh. The project aims at improving education outcomefor students by providing a holistic solution which encourages interactive learningenvironment in the schools. The classrooms are designed in such a manner that enhances theinteraction between teachers and students. It also allows teachers to explain and studentsto understand difficult or abstract topics/ concepts and chapters through visualisationthereby leading to "Cognitive Learning Process" Besides installing Ed-techDevices at schools Capacity Building of Teachers has been done. The project is closelymonitored through project monitoring units. The functionality of equipment is ensuredthrough preventive maintenance of all hardware.

Providing RITES' vehicles to NGOs for promoting educational programmes and socialwelfare.

Concerns were expressed regarding poor attendance or enrolment of children in schoolsdue to distance of travel and inability of the poor families to pay towards thetransportation cost. RITES took up the initiative for facilitating commutation of suchchildren to school so that their schooling is not hampered on account of transportationproblem.

RITES supported Gunjan Foundation a Delhi-based NGO and The Earth SavioursFoundation a Gurugram-based NGO with a van each for transportation of children to schooland social welfare respectively.

Financial support for setting up of computer laboratories for schools run by BhartiyaShiksha Samiti in Jammu & Kashmir.

RITES has taken up the initiative of setting up computer labs for seven schools run byBhartiya Shiksha Samiti in Jammu & Kashmir with the objective to:

• develop the basic infrastructure especially computer lab.

• increase the enrolment in pre-primary classes particularly of girl students inthe schools and also instill self-confidence creativity amongst them.

Financial support to Satat Navotkarsh Foundation for providing quality education toDifferently Abled Children in Delhi.

To meet the needs of differently abled children with the focus towards their inclusionin the mainstream and enhance their learning financial support was provided to SatatNavotkarsh Foundation for sports training and thus helping in boosting their confidenceand morale.

SOS children's villages of India: Sponsorship of Family homes and supporting youth foremployment linked education.

RITES has taken initiative for sponsoring 3 children's homes in Faridabad &Bhubneswar and supporting 25 youth for employment linked higher education through SOSChildren's Villages of India at Faridabad Delhi and Bhubneswar.

RITES had also financially supported the procurement of sweaters to habitants of SOSChildren's Village of India at Faridabad Haryana.

The beneficiaries at SOS Children's Village are parentless children who will get allthe logistic support to attend school college education and vocational training.

Objective of the project is to encourage educational pursuits of students enrolled inschool and improving their living conditions through education and social awareness. Thisinitiative aims to enable the beneficiary students in achieving self-respect andself-reliance which foster hope and confidence in pursuing their dreams.

Empowerment of women through Skill Development Training Programmes.

As a part of Skill India Mission and to promote employability among women RITESprovided the infrastructure facilities such as furniture & fixtures / tools andequipment etc. towards setting up of skill development training centre at Khora ColonyGhaziabad U.P. for developing skills in Cutting & Tailoring so that they can becomeemployable and income generators leading to a better life. The Skill Development TrainingCentre has generated unparalleled level of interest among the trainees local residentsand the district administration. On similar lines a training centre for cutting andtailoring including a computer centre was set up at Nuh in Haryana. The project has beenable to instill impetus among trainees towards finding employment entrepreneurialthinking and inclination towards setting up micro-enterprises.

RITES also contributed for setting up infrastructure facilities like Furniture SewingMachines etc. for running the Skill development training Programmes at village Kucheeltehsil-Kisharangarh Ajmer Rajasthan with the aim to provide comprehensive training towomen in order to develop their skills so that they are not only able to sustain but alsocontribute towards improving the living standard of their families.

Skill development for Livelihood project of socio economically backward Hillpulayatribal community inhabitants

RITES together with WIWA (Wide Inspiration Wide Aspiration) a cultural developmentorganization has taken up the project to propagate a holistic life style througheco-friendly living. The project at Pongampally Marayoor District Idukki Keralaaims to uplift 70 families of the village to change their Socio - Economicsituations strengthening their social life and to stablise their financial conditionthrough agricultural activities in the 10 acres land animal husbandry and setting upself-employment unit for the women in order to make them self-reliant.

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.

Financial Support for Production of Sanitary Pads for distribution among needy womenand railway passengers healthcare for senior citizens

RITES has contributed for production of sanitary pads for distribution among needywomen including railway passengers and urban slum-dwellers of Delhi.

The objective of the project is to spread awareness about the use of hygienic sanitarypads and also to make them available at low cost for the poor.

Steps were taken to promote healthcare personal hygiene and sanitation amongdisadvantaged/marginalized girls/women. On similar lines RITES extended its helping handto senior citizens inmates of the Anjaneya Old Age Home mostly septuagenarians andoctogenarians with age- related diseases and physical disorders. Most of them suffer fromarthritis spondylitis knee and joint-pains muscular disorders etc. Physiotherapy &Fitness Centres have been set up to alleviate their pain to a large extent.

Financial support for resources for smooth running and maintenance of Old Age Home anda rescue center ‘Gurukul'.

With an intrinsic desire to promote societal well-being particularly for the elderlyRITES made generous financial contribution for provisioning of resources such as 100medical beds fans refrigerators groceries sitting benches Maruti van fortransportation and expenditure towards medical support services etc to an old age home anda rescue center being operated by an NGO "The Earth Saviours Foundation".Around 500 less privileged people are living full time in the NGO's Gurukul located atBandhwari Village Gurugram Haryana. Most of these people are abandoned senior citizensdeprived mentally challenged bedridden people dying with hunger on roads and patientssuffering with incurable disease. All the facilities at Gurukul such as accommodationfood medical are provided free of costs.

Saving precious life of Children suffering from Congenital Heart Disease for children.

In India many children die of congenial heart diseases every year due tounaffordability and lack of specialised medical facilities. RITES joined hands with BalajiHeart Hospital & Diagnostic Centre Mumbai for financially supporting paediatriccardiac surgeries and this year four infants born with Congenital Heart Disease weretreated.

Community Healthcare Programme "JAN AROGYAM" at Nuh (Aspirational District)Haryana.

RITES through the NGO Bisnouli Sarvodaya Gramodyog Sewa Sansthan has supportedsetting up community health clinic Mobile Medical Van unit for periodical health check-upetc in Nuh (an aspirational District) in Haryana. The mobile medical unit is providingprimary healthcare services to the needy and disadvantaged persons in nearby communities.

The services have been made in areas which have limited or no access to healthcareeither due to poor healthcare facilities or because of lack of financial resources orother accessibility reasons.

The mobile medical service provides prompt transport of critical cases to DistrictHospitals from the areas it serves. The community health clinic provides free treatmentand medicines as per examination and diagnosis. Stocks of medicines for all commonailments including hypertension diabetes arthritis etc. are maintained.

Eye & Health Checkup Camps in Nuh Haryana.

RITES has provided financial support for organising 30 Eye & Health Checkup Campsin Nuh Haryana.

The target population was school children women and the under privileged. Camps wereorganized at prominent institutions such as schools religious places choupals etc.

Cataract cases detected during examination at these camps were taken up for surgeryfree of cost through the connected hospitals.

Providing Advance Life Support Ambulances (ALS) to Government Hospital

Keeping in view the urgent need to enhance the medical facilities during the Covid-19crisis and to make it available to those impacted by it CMD/RITES Shri Rajeev Mehrotrahanded over two ambulances equipped with Advanced Life Support system to the Regional Head& Additional CEO - PMU Haryana CSR Advisory Board. The ambulances were pressed intoservice in Gurugram and Nuh districts to tackle Covid-19 challenge. These ALS act as asecure transport system equipped with medical facility will also be used to expediteshifting of accident victims from the accident spot to the District Hospital or otheradvanced medical centres for prompt transportation or for referral treatment ofcomplicated maternity as well as trauma cases.

Provisioning of Mobile Medical Unit for running the programme "Mission TB- FreeHaryana"

RITES provided funds for procurement of one air-conditioned mobile unit to be operatedfor the mission "TB Free Haryana" through Medanta The Medicity. The medicallyequipped mobile unit shall be operated by the hospital across Haryana for examination ofpatients particularly in the far-flung areas and provide them with required medicalguidance and support for eradication of the disease.

Water conservation and women's Self Help Group (SHG)

RITES has financially supported the project aiming to build local water conservationinfrastructure and impart technical knowledge amongst 25 women SHG members in fivevillages of Sanganer Jaipur District. The goal of the project is to provide communityaccess to improved water conservation structures and to build women's leadership to becomeactive participants in designing and planning local water conservation initiatives andaccessing resources to finance and execute the same.

Construction of toilet and setting up clean drinking water facility at municipalcremation ground in Jaipur Rajasthan.

Sanitation is at the core of human dignity and positively impacts the health andwell-being. With the vision of Swachh Bharat need was felt to provide clean toiletfacilities for use by those visiting the crematorium. Accordingly RITES has set up toiletblocks at the municipal cremation ground at Lal Kothi in Jaipur Rajasthan. In addition awater cooler equipped with RO was installed to provide clean drinking water for thosevisiting the crematorium and nearby area.

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.

Financial support for manufacture of jute and muslin cotton bags to discourage use ofplastic bags.

Plastic bags have been posing environmental challenge for all of us. With the vision todiscourage single use plastic bags RITES has taken initiative for supportingmanufacturing of jute and cotton bags.

These environmentally sustainable bags will replace the plastic bags thus helping inreducing plastic pollution.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

RITES being a premier consulting organisation in the country has a pool of experiencedand trained professionals in respective fields of operation. It is continuing to retainthis pool of manpower enrich enhance and develop it to meet with the emerging challengesand ever changing needs. To maintain its competitive advantage it is striving to inductthe best and talented manpower at the initial entry level e.g. inducting GraduateEngineers through the GATE examination conducted by IITs every year the Company is alsoinducting experienced and skilled manpower at middle and senior management positions fromthe open market. In view of the varying project specific needs the induction of manpoweron tenure based appointment linked to a specific project is also being done. Campusrecruitment from premier business and engineering schools such as XLRI MDI IIT/NITs inniche areas is done to a limited extent.

During the year 2019-20 the Company has inducted 161 personnel in its regular cadresand on project based tenure appointments. In addition keeping in view the project specificrequirements; experienced and trained manpower is inducted from Indian Railways and otherGovernment departments on deputation during the year 45 personnel were inducted ondeputation. With sustained HRD interventions the Company has been able to reduce theemployee turnover ratio to 2.17% of its regular cadre employees. The Succession Plan formiddle and senior management positions was updated and approved by Board of Directors.Different HRD interventions are under way to implement the same. As a part of successionplanning and career progression as well to keep the employee motivated and oversee theircareer progression periodic review of cadres is done benchmarking it with the businessgrowth of the Company and practices in the industry. 257 employees were promoted / placedin higher grade during the year. The employee productivity has shown continuous and steadygrowth over the last 5 years. Based upon guidelines of Department of Public Enterprisesrobust on-line Performance Management System has been put in place and it has been linkedwith the variable pay of the employees. As a part of Company's annual MOU with theMinistry as well as to strengthen its HR practices and processes in line withinternational practices RITES Board had decided to work on achieving the PeopleCapability Maturity Model (PCMM) Level-3. With the help of an external consultantcompetency mapping exercise was initiated and other HRD interventions were implemented tothis effect. The external consultant conducted the benchmark study and the Company wasable to achieve PCMM Level-3 during the year. Existing Human Resource System (HRMS) hasbeen strengthened by including HR activities in online format like Performance ManagementSystem Annual Property Reports Employee Self Service (ESS) Portal Pension Medical andPF balances leave management system and integration of HRMS with finance module. Being inthe consultancy field focus of the Company is on enhancing the skills knowledge andexpertise of existing manpower resource. As a part of MOU of the Company 17% ofexecutives were trained in premier business and technical schools. While Senior ManagementLeaders were deputed to premier business institutions for training like ISB IIMsinduction programme for newly inducted personnel were organised. For technical trainingsthe personnel were deputed to IITs Railway Training Institutes other premier Institutesand professional bodies. Two Engineers were sponsored for M. Tech Programme in CivilEngineering from IIT Kharagpur last year. The programmes were conducted on ContractManagement and Arbitration Certification programme on Project Management (PMI) LabourLaws Communication and Presentation skills Ethics and Values Prevention of SexualHarassment at work place (POSH) Public Private Partnership (PPP) Construction SafetyDiploma Course on Foreign Trade. During the year RITES has provided 10000 days oftraining to its employees. As a part of Industry Academia partnership the Company hasprovided summer/winter internship to 216 students in the year.

As a part of implementation of Govt of India initiative for skill development 133apprentices were engaged in the year to enable them to acquire the practical skillknowledge and expertise for employment.

The framework for employee participation in deciding HR policies and to have two-waycommunication within the organisation a body consisting of elected and nominatedofficials has been constituted called CONCERT. The body also deals with grievances ofgroup of employees. The exceptional performance of the employees is recognised by way ofGroup and Individual Awards on periodic basis. While an outstanding employee is awardedwith Employee of the Year on periodic basis employees are awarded as Employees ofQuarter. Outstanding contribution by way of publishing articles in National andInternational Journals is recognised and awarded.

The Company has elaborate framework of Social Security by way of Post RetirementMedical Scheme Contributory PF Gratuity and Leave Encashment. During the service anumber of employee benefit schemes are in place for employee welfare and to take care ofunforeseen circumstances.

IMPLEMENTATION OF RIGHT TO INFORMATION ACT 2005

The Right to Information (RTI) Act 2005 commonly understood by the general public asthe right to access information held by the public authorities encompasses coreprinciples of democratic governance - participation transparency & accountability.Living up to the expectation of being one of the most progressive and friendlylegislations through 15 years of its existence it has empowered the citizens who untilthis time were nearly ignorant of the information under the control of the publicauthorities thereby promoting transparency & accountability in the working of theauthorities. In RITES Limited appropriate implementation structure in terms ofcooperation with high level of commitment amongst the First Appellate Authority (FAA)Central Public Information Officer (CPIO) & Assistant Public Information Officers(APIOs) had profound influence on successful implementation of the RTI Act 2005 and toattain its main objective which is to ensure free flow and easy access to information sothat transparency and accountability in the work can be ensured.

RITES website is being used effectively for dissemination of information which isevident from decrease in number of new applications. First appeals and the second appealswere effectively contained by efficient & scientific record keeping ensuring timelyand accurate information to the applicants under the provisions of the RTI Act 2005. Withadequate provision for submission of RTI applications/first appeals online coupled withpayment of application/additional fees through internet banking debit/credit cards andRuPay cards provided on RITES' website has enabled citizens to file theirapplications/first appeals with ease and receive information faster cutting on the costof postal dispatch and nullifying the time of postal transit.

RITES has been putting sincere efforts in creating informed citizenry & promotingtransparency through pro-active disclosures on its website under section 4(1)(b) of theRTI Act 2005. Negative growth/ negative percentage rate of new applications &containment of first appeals and the second appeals enunciate information delivery incompliance with RTI Act's letter and spirit.

EXHIBITIONS AND AWARDS Exhibitions:

The Company as a part of business strategy participated in specialized tradeexhibitions with the objective of displaying its multifarious capabilities and exploringbusiness opportunities in India and abroad. These expositions play an important role inbuilding business linkages and providing exposures to numerous prospective clients highlevel delegations and ministerial participation. Further participation in theseexhibitions/workshops/conferences enhanced better understanding strategic cooperationand multilateral relationships with visiting stakeholders. During the year 2019-20 theCompany participated in the following expositions:

64th National Award Function and Railway Exhibition-Cum-Rail3Melafrom 21st-23rd July 2019 in Ambala

South-South and Triangular Cooperation Conference-Cum-Exhibition onExploring New Opportunities and New Partnerships in New Delhi from 22nd-23rd August 2019

International Railway Equipment Exhibition (IREE) held from22nd-24th October 2019 in New Delhi

Global Exhibition of Services (GES) organised by the Department ofCommerce Ministry of Commerce and Industry Government of India in partnership with theServices Export Promotion Council (SEPC) and the Confederation of Indian Industry (CII)from 26th -28th November 2019 in Bengaluru

Elecrama -2020 organised by the Indian Electrical and ElectronicsManufacturers Association (IEEMA) from 18th-22nd January 2020 in Greater Noida

AWARDS:

• 49thEEPC (Northern Region) Award for Export Excellence

• PSE Excellence Award by Indian Chamber Of Commerce

• National Project Excellence Award by Project Management Association

• Project of the Year Award (Small Category) By Project Management Institute

Award of Excellence for the Best Law Department in PSU Category by IndianCorporate Council Association (ICCA)

• Active Customer Engagement Award at Customer Obsession-2019

• Governance Now PSU Award (Digital Technology)

Award for CSR Activities

Auditors

The Comptroller & Auditor General of India appointed the following as Statutory andBranch Auditors for the year 2019-20.

M/s J.C. Bhalla & Co. Statutory Auditors
M/s Ashra & Co. Branch Auditors for
Mumbai Western Region
M/s S.N. Guha & Co. Branch Auditors for
Kolkata Eastern Region
M/s Nisar & Kumar Branch Auditors for
Chennai Southern Region

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

SECRETARIAL AUDITOR

The Board has appointed M/s Akhil Rohatgi & Co. Practicing Company Secretary toconduct Secretarial Audit for the financial year 2019-20. The Secretarial Audit Report forthe financial year ended March 31 2020 has been placed as Annexure – IV. TheSecretarial Audit Report does not contain any qualification reservation or adverse remarkexcept commenting on present strength of Independent Directors as the number ofIndependent Directors on the Board was less than half of the total strength of Board asrequired under SEBI (LODR) Regulations and DPE Guidelines.

In this regard Company has received notices from Stock Exchanges levying fine on theCompany. The Company has replied to Stock Exchanges stating that the power to appoint theDirectors including Independent Directors vests with the Government of India and theCompany has requested the Ministry in this regard.

DISCLOSURE IN RELATION TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

Your Company is committed to create and maintain a secure work environment where itsemployees can work and pursue business environment in an atmosphere free of harassmentexploitation and intimidation. To empower women and protect them against sexualharassment a policy for prevention of sexual harassment had been rolled out and theCommittee for Prevention of Sexual Harassment of women at workplace ("theCommittee") as per legal guidelines had been set up at all major locations of theCompany. The policy allows employee to report cases of sexual harassment at the workplace.The Committee is empowered to look into all complaints of sexual harassment and facilitatefree and fair enquiry within the laid down timeline. The summary of complaints receivedduring the year:

No. of complaints pending at beginning of the year 1
No. of complaints received during the year 0
No. of complaints finalized during the year 1
No. of complaints pending at the end of the year 0

WOMEN EMPOWERMENT

During the year several programmes were organised on gender issues prevention ofsexual harassment at workplace and to mark International Women Day. Opportunities areaccorded to women employees to participate in committee meetings projects without anybias. Crche facility has been introduced to help women employees to take care of theirchildren. During the year a survey was conducted among the women employees about theirsatisfaction level on policies of the Company and its result was quite encouraging. Actionon suggestions received is under process.

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:

• Details relating to deposits covered under chapter V of the Company's Act.

• Issue of equity shares with differential rights as to dividend voting orotherwise.

• Issue of shares (including sweat equity shares) to employees of the Companyunder any Scheme.

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

• No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.

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 Stock Exchanges RegulatorsOFS Intermediary/ agencies Reserve Bank of India Bankers of the Company IndianEmbassies & Missions abroad and Foreign Missions

& Embassies in India EXIM Bank without whose active support the achievements ofthe Company during the year under review would not have been possible.

For and on behalf of Board of Directors
(Rajeev Mehrotra)
Place: Gurugram Chairman & Managing Director and Chief Executive Officer
Dated: 29.07.2020 (DIN : 01583143)

FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN

As on financial year ended on 31.03.2020

Pursuant to Section 92 (3) of the Companies Act 2013 and rule 12(1) of the Company(Management & Administration) Rules 2014 I.

REGISTRATION & OTHER DETAILS:

1. CIN L74899DL1974GOI007227
Registration Date 26th April1974
Name of the Company RITES LIMITED
Category/Sub-category of the Company Company Limited by Shares/Union Govt Company
Address of the Registered office & contact Registered office:details SCOPE Minar Laxmi Nagar Delhi-110092
Ph – 011-22024610
Whether listed company Yes
Name Address & contact details of the Link Intime India Private Limited
Registrar & Transfer Agent if any. Noble Heights Ist Floor Plot No. NH2 CSC C-1 Block
Near Savitri Market Janakpuri New Delhi - 110058
Ph: +91 11 41410592; Fax: +91 11 41410591
Website: www.linkintime.co.in
E-mail: swapann@linkintime.co.in
Contact Person: Mr. Swapan Kumar Naskar
SEBI Registration No.: INR000004058

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activitiescontributing 10 % or more of the total turnover of the company shall be stated)

S. No. Name and Description of main products / services NIC Code of the Product/service % to total turnover of the company
1 Export Sales - 22.53
2 Consultancy - 29.11
3 Inspection Fees - 15.30
4. Services for Turnkey Construction Projects - 28.03

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES

S.N. Name and Address of the company CIN/GLN Holding / Subsidiary / Associate % of Shares held Applicable Section
1. Railway Energy Management Company Ltd (REMC) Registered office: SCOPE Minar Laxmi Nagar Delhi-110092 CIN: U93000DL2013GOI256661 Subsidiary 51% Under Section - 2(87) of the Companies Act 2013
2. RITES Infrastructure Services Ltd (Wholly owned subsidiary of RITES Ltd) Registered office: SCOPE Minar Laxmi Nagar Delhi-110092 CIN: U45200DL2010GOI202067 Wholly Owned Subsidiary (Under Liquidation) 100% Under Section- 2(87) of the Companies Act 2013

 

3. RITES AFRIKA (PTY) LIMITED BOTSWANA - Wholly Owned Subsidiary-Abroad 100% Under Section - 2(87) of the Companies Act 2013
4. SAIL- RITES Bengal Wagon Industry Private Ltd Registered office: SCOPE Minar Laxmi Nagar Delhi-110092 CIN: U35200DL2010PTC211955 JVC of SAIL & RITES 50% Under Section - 2(6) of the Companies Act 2013
5. BNV Gujarat Rail Private Limited. Registered office: Venus Amadeus 301-305 3rd Floor Jodhpur Cross Road Satellite Ahmedabad Gujarat India 380015 CIN: U60300GJ2016PTC094761 JVC of RITES Shapoorji Pallonji Road Infra Pvt. Ltd. and PCM Cement Concrete Pvt Ltd 26% Under Section - 2(6) of the Companies Act 2013
6. RICON (A JV with IRCON International Limited) - Un incorporated Joint Venture. 51% (Share of interest) -
7. Geoconsult ZT GmbH – RITES India (A JV with Geoconsult – ZT- Gmbh (Austria)) - Un incorporated Joint Venture. 39.40% (Share of interest) -
8. Geoconsult –RITES (JV) (A JV with Geoconsult India Private Limited) - Un incorporated Joint Venture. 35.01% (Share of interest) -
9. Geoconsult – RITES NRT -1 (A JV with Geoconsult – ZT- Gmbh (Austria)) - Un incorporated Joint Venture 16% (Share of interest) -
10. Geoconsult – RITES (JV) (A JV with Geoconsult – ZT- Gmbh (Austria)) - Un incorporated Joint Venture 13% (Share of interest) -

* Above does not include RITES Mohawarean Arabic Company Limited (RMAC) which is underliquidation and investment in equity made by the company has already been recovered.

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) I)Category-wise Share Holding

No. Of Shares Held At The Beginning Of The Year

No. Of Shares Held At The End Of The Year

Cate- gory Code Category Of Shareholders Demat Physical Total % Of Total Shares Demat Physical Total % Of Total Shares % Change During The Year
A PROMOTER AND PROMOTER GROUP
(1) INDIAN
(a) Individual/ HUF - - - - - - - - -
(b) Central Govt 174800000 - 174800000 87.4 180047174 - 180047174 72.02 -15.38
(c) State Govt(s) - - - - - - - - -
(d) Bodies Corp. - - - - - - - - -
(e) Banks / FI - - - - - - - - -
(f) Any other - - - - - - - - -
Total Shareholding of Promoter (A) 174800000 - 174800000 87.4 180047174 - 180047174 72.02 -15.38
B Public Shareholding
1 Institutions
a) Mutual Funds 8001002 - 8001002 4 12280920 - 12280920 4.91 0.91

 

b) Banks / FI 324471 - 324471 0.16 24483535 - 24483535 9.79 9.63
c) Central Govt - - - -
d) State Govt(s) - - - -
e) Venture Capital Funds - - - -
f) Insurance Companies - - - - 1415209 - 1415209 0.57 0.57
g) FIIs 2554293 - 2554293 1.28 7285113 - 7285113 2.91 1.63
h) Alternate Investment Funds - - - - 2779956 - 2779956 1.11 1.11
i) Others (specify) - - - - - - - - -
Sub-total (B)(1): 10879766 - 10879766 5.44 48244733 - 48244733 19.29 13.85
2. Non-Institutions
a) Bodies Corp.
i) Indian - - - - - - - - -
ii) Overseas - - - - - - - - -
b) Individuals - - - - - - - - -
i) Individual shareholders holding nominal share capital upto Rs. 2 lakh 7539181 38 7539219 3.77 10663996 207 10664203 4.27 0.50
ii) Individual shareholders holding nominal share capital in excess of Rs. 2 lakh 1751424 - 1751424 0.88 2685327 - 2685327 1.07 0.19
c) Others
NBFC 22435 - 22435 0.01 5070 - 5070 0.00 (0.01)
TRUSTS 2864 - 2864 0.00 218921 - 218921 0.08 0.08
HUF 464378 - 464378 0.23 620648 - 620648 0.25 0.02
FOREIGN NATIONALS 200 - 200 0.00 200 - 200 0.00 0.00
NON RESIDENT INDIAN 532567 - 532567 0.27 709941 - 709941 0.28 0.01
CLEARING MEMBERS 383225 - 383225 0.19 282502 - 282502 0.11 (0.08)
BODIES CORPORATE 3624122 - 3624122 1.81 6521281 - 6521281 2.61 0.80
Sub-total (B)(2):- 14320196 - 14320234 7.16 21708093 - 21708093 8.67 1.51
Total Public Shareholding 25199962 38 25200000 12.60 69952619 207 69952826 27.98 12.62
(B)=(B)(1)+ (B)(2)
C. Shares held by Custodian for GDRs & ADRs. - - - - - - - - -
Grand Total (A+B+C) 199999962 38 200000000 100 249999793 207 250000000 100 -

II) Shareholding of Promoters -

Shareholder's Name 3 Shareholding at the beginning of the year (1.4.2019)

Shareholding at the end of the year (31.3.2020)

Sr. No. No. of Shares % of total Shares of the company %of Shares Pledged / encumbered to total shares No. of Shares % of total Shares of the company % of Shares Pledged / encumbered to total shares % change in share-holding during the year
1. President of India 174800000 87.40 0 180047174 72.02 0 (15.38)
3 Total 174800000 87.40 0 180047174 72.02 0 (15.38)

III) Change in Promoters' Shareholding (please specify if there is no change)

S.No Particulars

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares % of total shares of the company No. of shares % of total shares of the company
1. President of India 174800000 87.40 174800000 87.40#
At the beginning of the year
2. Bonus shares (1:4) allotted on 14.08.2019 43700000 17.48 218500000 87.40#
3. Disinvested 10% of its stake through Offer for Sale mechanism on 22.11.2019 25.11.2019 and 11.12.2019. (25034752) 10.01 193465248 77.39
4. Disinvested 5.37% of its stake through Offer for Sale mechanism on 27.02.2020 and 28.02.2020. (13418074) 5.37 180047174 72.02
5. At the end of the year 180047174 72.02 180047174 72.02

# Company on August 14 2019 allotted 5 crore bonus equity shares to its shareholdersdue to which no. of shares of the company increased from 20 crore to 25 crore.Accordingly post allotment percentage to total shares of the company remains same.

IV) Shareholding Pattern of top ten Shareholders:

(Other than Directors Promoters and Holders of GDRs and ADRs):

Sr. No. Name & Type of Transaction

Shareholding at the beginning of the year – 1st April 2019

Transactions during the year

Cumulative Shareholding at the end of the year -31st March 2020

3 No.of Shares Held % of Total Shares of the Company Date of Transaction No. of Shares No. of Shares Held % of Total Shares of the Company
1 53254 0.02 3 3 0 0.000
Life Insurance Corporation of
India
3 Sell 24.05.2019 (4000) 49254 0.019
3 Sell 31.05.2019 (20000) 29254 0.012
3 Sell 07.06.2019 (13015) 16239 0.006
3 Sell 14.06.2019 (10739) 5500 0.002
3 Buy 23.08.2019 1375 6875 0.003
3 Buy 29.11.2019 13628275 13635150 5.454
3 Sell 07.02.2020 (272637) 13362513 5.345
3 Sell 21.02.2020 (102215) 13260298 5.304
3 Sell 28.02.2020 (386962) 12873336 5.149
3 Buy 06.03.2020 6711409 19584745 7.834
3 19584745 7.834
AT THE END OF THE YEAR 2 4109981 1.64 0 0.000
HDFC Trustee Company Ltd - A/C
HDFC Mid – Cap
Opportunities
Fund
3 Sell 05.04.2019 (59700) 4050281 1.620
3 Sell 12.04.2019 (164000) 3886281 1.554
3 Sell 19.04.2019 (63846) 3822435 1.529
3 Sell 26.04.2019 (26500) 3795935 1.518
3 Sell 03.05.2019 (35000) 3760935 1.504
3 Sell 10.05.2019 (56596) 3704339 1.481
3 Sell 17.05.2019 (10000) 3694339 1.477
3 Sell 24.05.2019 (26500) 3667839 1.467

 

3 Sell 31.05.2019 (831058) 2836781 1.134
3 Sell 21.06.2019 (143600) 2693181 1.077
3 Sell 29.06.2019 (322970) 2370211 0.948
3 Buy 23.08.2019 555552 2925763 1.170
3 Sell 30.08.2019 (144700) 2781063 1.112
3 Sell 06.09.2019 (331000) 2450063 0.980
3 Sell 13.09.2019 (557894) 1892169 0.756
3 Sell 20.09.2019 (200000) 1692169 0.676
3 Sell 30.09.2019 (153000) 1539169 0.615
3 Sell 18.10.2019 (121000) 1418169 0.567
3 Sell 25.10.2019 (98000) 1320169 0.528
3 Sell 08.11.2019 (49000) 1271169 0.508
3 Sell 15.11.2019 (17000) 1254169 0.501
3 Sell 22.11.2019 (493000) 761169 0.304
3 Buy 29.11.2019 1700000 2461169 0.984
3 Sell 20.12.2019 (92700) 2368469 0.947
3 Sell 31.12.2019 (100000) 2268469 0.907
3 Sell 03.01.2020 (50000) 2218469 0.887
Buy 06.03.2020 1987623 4206092 1.682
Buy 13.03.2020 177700 4383792 1.753
Buy 20.03.2020 656382 5040174 2.016
Buy 27.03.2020 22218 5062392 2.025
Buy 31.03.2020 18000 5080392 2.032
3 5080392 2.032
AT THE END OF THE YEAR 3 2433734 0.973 0 0.000
Reliance Capital Trustee Co Ltd –
A/C Nippon India
Value Fund
Buy 21.06.2019 325000 2758374 1.103
Sell 05.07.2019 (175000) 2583734 1.033
Sell 12.07.2019 (50000) 2533734 1.013
Buy 26.07.2019 149834 2683568 1.073
Buy 02.08.2019 5306 2688874 1.075
Buy 09.08.2019 145038 2833912 1.133
Buy 23.08.2019 708901 3542813 1.417
Buy 30.08.2019 400000 3942813 1.577
Sell 27.09.2019 (298300) 3644513 1.457
Sell 30.09.2019 (72000) 3572513 1.429
Sell 11.10.2019 (48000) 3524513 1.409
Sell 18.10.2019 (456768) 3067745 1.227
Sell 25.10.2019 (108736) 2959009 1.183
Sell 01.11.2019 (143321) 2815688 1.126
Sell 15.11.2019 (259907) 2555781 1.022
Sell 22.11.2019 (266286) 2289495 0.915
Buy 29.11.2019 500000 2789495 1.115
Sell 07.02.2020 (74619) 2714876 1.086
AT THE END OF 2714876 1.086
THE YEAR
4 Azim Premji Trust 0 0.000

 

Buy 19.07.2019 299786 299786 0.120
Buy 26.07.2019 3974 303760 0.121
Buy 02.08.2019 30515 334275 0.134
Buy 09.08.2019 1266010 1600285 0.640
Buy 16.08.2019 9349 1609634 0.644
Buy 23.08.2019 814227 2423861 0.969
Buy 30.08.2019 42876 2466737 0.986
AT THE END OF 2466737 0.986
THE YEAR
5 0 0.000 0 0.000
General Insurance Corporation of
India
Buy 29.11.2019 2000000 2000000 0.800
AT THE END OF 2000000 0.800
THE YEAR
6 0 0.000 0 0.000
Pioneer Investment Fund
Buy 06.12.2019 482675 482675 0.193
Buy 13.12.2019 710861 1193536 0.477
Buy 20.12.2019 363314 1556850 0.623
Buy 27.12.2019 5377 1562227 0.625
Buy 28.02.2020 253629 1815856 0.726
AT THE END OF 1815856 0.726
THE YEAR
7 0 0.000 0 0.000
Kuwait Investment Authority Fund
F238
Buy 29.11.2019 1000000 1000000 0.400
Buy 31.12.2019 275000 1275000 0.510
Buy 10.01.2020 425000 1700000 0.680
AT THE END OF 1700000 0.680
THE YEAR
8 State Bank Of India 0 0.000 0 0.000
Buy 29.11.2019 851788 851788 0.341
Sell 20.12.2019 (37000) 814788 0.326
Sell 27.12.2019 (50000) 764788 0.306
Sell 31.12.2019 (3515) 761273 0.304
Sell 03.01.2020 (160643) 600630 0.240
Sell 10.01.2020 (282000) 318630 0.127
Sell 17.01.2020 (96000) 222630 0.089
Sell 24.01.2020 (95000) 127630 0.051
Buy 28.02.2020 1550222 1677852 0.671
AT THE END OF 1677852 0.671
THE YEAR

 

9 0 0.000 0 0.000
Principal Trustee Co. Pvt Ltd. -
Principal Mutual
Fund - Principal
Emerging Bluechip
Fund
Buy 25.10.2019 84200 84200 0.033
Buy 01.11.2019 13000 97200 0.038
Buy 28.02.2020 1459110 1556310 0.622
Buy 20.03.2020 12388 1568698 0.627
Buy 27.03.2020 7516 1576214 0.630
Buy 31.03.2020 2939 1579153 0.631
AT THE END OF 1579153 0.631
THE YEAR
10 Saffron Agencies 1065347 0.426 1065347 0.426
Limited
Sell 09.08.2019 (67000) 998347 0.399
Sell 16.08.2019 (108347) 890000 0.356
Sell 23.08.2019 249586 1139586 0.455
Sell 30.08.2019 (111000) 1028586 0.411
Sell 11.10.2019 (48200) 980386 0.392
Sell 18.10.2019 (33400) 946986 0.378
Sell 10.01.2020 (32000) 914986 0.366
Sell 17.01.2020 (39098) 875888 0.350
AT THE END OF THE YEAR 875888 0.350

V). SHAREHOLDING OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

1. Shri Rajeev Mehrotra Chairman & Managing Director

Shareholding of each Directors and each Key Managerial Personnel

Shareholding at the beginning of the year

Cumulative Shareholding during the year
No. of shares % of total shares of the company No. of shares % of total shares of the company
At the beginning of the year 0 0 0 0
At the end of the year 0 0 0 0

2. Shri Ajay Kumar Gaur Director Finance (up to 31.07.2019)

Shareholding of each Directors and
each Key Managerial Personnel

Shareholding at the beginning of the year

Cumulative Shareholding during the year
No. of shares % of total shares of the company No. of shares % of total shares of the company
At the beginning of the year 0 0 0 0
At the end of the year 0 0 0 0

3. Shri Mukesh Rathore Director Technical (up to 31.10.2019)

Shareholding of each Directors and each Key Managerial Personnel

Shareholding at the beginning of the year

Cumulative Shareholding during the year
No. of shares % of total shares of the company No. of shares % of total shares of the company
At the beginning of the year 2720 0.001 3400 0.001
(2720+680 bonus shares)
At the end of the year 3400 0.001 3400 0.001

4. Shri Gopi Sureshkumar Varadarajan Director Projects

Shareholding of each Directors and each Key Managerial Personnel

Shareholding at the beginning of the year

Cumulative Shareholding during the year
No. of shares % of total shares of the company No. of shares % of total shares of the company
At the beginning of the year 0 0 0 0
At the end of the year 0 0 0 0

5. Shri A.P. Dwivedi Govt. Nominee Director Rly. Board (up to 13.11.2019)

Shareholding of each Directors and each Key Managerial Personnel

Shareholding at the beginning of the year

Cumulative Shareholding during the year
No. of shares % of total shares of the company No. of shares % of total shares of the company
At the beginning of the year 0 0 0 0
At the end of the year 0 0 0 0

6. Shri Alok Kumar Tewari Govt. Nominee Director Rly Board (from 30.05.2019)

Shareholding of each Directors and each Key Managerial Personnel

Shareholding at the beginning of the year

Cumulative Shareholding during the year
No. of shares % of total shares of the company No. of shares % of total shares of the company
At the beginning of the year 0 0 0 0
At the end of the year 0 0 0 0

7. Shri Anil Vij Director Technical (from 04.11.2019)

Shareholding of each Directors and each Key Managerial Personnel

Shareholding at the beginning of the year

Cumulative Shareholding during the year
No. of shares % of total shares of the company No. of shares % of total shares of the company
At the beginning of the year 0 0 0 0
At the end of the year 0 0 0 0

8. Shri Bibhu Prasad Nayak Director Finance (from 07.11.2019)

Shareholding of each Directors and each Key Managerial Personnel

Shareholding at the beginning of the year

Cumulative Shareholding during the year
No. of shares % of total shares of the company No. of shares % of total

shares of the company

At the beginning of the year 0 0 0 0
At the end of the year 0 0 0 0

9. Shri Vinay Srivastava Government Nominee Director (from 13.12.2019)

Shareholding of each Directors and each Key Managerial Personnel

Shareholding at the beginning of the year

Cumulative Shareholding during the year
No. of shares % of total shares of the company No. of shares % of total shares of the company
At the beginning of the year 0 0 0 0
At the end of the year 0 0 0 0

10. Dr. P.K. Anand Independent Director

Shareholding of each Directors and each Key Managerial Personnel

Shareholding at the beginning of the year

Cumulative Shareholding during the year
No. of shares % of total shares of the company No. of shares % of total shares of the company
At the beginning of the year 0 0 0 0
At the end of the year 0 0 0 0

11. Dr. R.N. Goyal Independent Director

Shareholding of each Directors and each Key Managerial Personnel

Shareholding at the beginning of the year

Cumulative Shareholding during the year
No. of shares % of total shares of the company No. of shares % of total shares of the company
At the beginning of the year 0 0 0 0
At the end of the year 0 0 0 0

12. Ms. Geethakumary Independent Director

Shareholding of each Directors and each Key Managerial Personnel

Shareholding at the beginning of the year

Cumulative Shareholding during the year
No. of shares % of total shares of the company No. of shares % of total shares of the company
At the beginning of the year 0 0 0 0
At the end of the year 0 0 0 0

13. Mr. Anil Kumar Goel Independent Director (up to 31.03.2020)

Shareholding of each Directors and each Key Managerial Personnel

Shareholding at the beginning of the year

Cumulative Shareholding during the year
No. of shares % of total shares of the company No. of shares % of total shares of the company
At the beginning of the year 0 0 0 0
At the end of the year 0 0 0 0

14. Mr. Satish Sareen Independent Director (up to 31.03.2020)

Shareholding of each Directors and each Key Managerial Personnel

Shareholding at the beginning of the year

Cumulative Shareholding during the year
No. of shares % of total shares of the company No. of shares % of total shares of the company
At the beginning of the year 0 0 0 0
At the end of the year 0 0 0 0

15. Shri Ashish Kumar Srivastava Company Secretary

Shareholding of each Directors and each Key Managerial Personnel

Shareholding at the beginning of the year

Cumulative Shareholding during the year
No. of shares % of total shares of the company No. of shares % of total shares of the company
At the beginning of the year 2720 0.001 3400 (2720+680 bonus shares) 0.000
At the end of the year 0 0 0 0

16. Shri Parmod Kumar Narang Chief Financial Officer (from 01.08.2019)

Shareholding of each Directors and each Key Managerial Personnel

Shareholding at the beginning of the year

Cumulative Shareholding during the year
No. of shares % of total shares of the company No. of shares % of total shares of the company
At the beginning of the year 2720 0.001 4100 (2720+680 bonus shares+700 under OFS) 0.001
At the end of the year 4100 0.001 4100 0.001

VI) INDEBTEDNESS: Indebtedness of the Company including interest outstanding/accruedbut not due for payment – NIL

Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year 3NIL 3NIL 3NIL 3NIL
i) Principal Amount 3- 3- -3 3-
ii) Interest due but not paid 3- - - 3-
iii) Interest accrued but not due 3- 3- 3- 3-
Total (i+ii+iii) 3 3 3 3
Change in Indebtedness during the financial year 3- 3- 3- 3
* Addition 3 3 3 3
* Reduction 3 3 3 3
Net Change 3- - - -
Indebtedness at the end of the financial year 3 3 3 3
i) Principal Amount 3- - - -
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - -
Total (i+ii+iii) 3 3 3 3

VII) REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL-A. Remuneration to ManagingDirector Whole-time Directors and/or Manager:

Name of MD/WTD/ Manager (Amt. in Rs.)

SN Particulars of Remuneration Sh. Rajeev Mehrotra CMD & CEO Sh. Ajay Kumar Gaur DF &CFO (upto 31.07.2019) Sh. Mukesh Rathore DT (upto 31.10.2019) Sh. Gopi Sureshkumar V. DP Shri Anil Vij DT (from 04.11.2019) Shri Bibhu Prasad Nayak DF (from 07.11.2019) Total Amount (Amt. in Rs.)
1. Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income- tax Act 1961 5482030 1535767 2617189 3989386 1614128 1437312 16675812
(b) Value of perquisites u/s 17(2) Income-tax Act 1961 242071 254290 185550 149636 340033 68855 1240435
2. Stock Option
3. Sweat Equity
4. Commission
- as % of profit
- others specify3
5. Others please specify 1459176 1044428 1046416 3550020
– Performance Linked
Incentives (PRP)
- Post Employment 880629 2244588 2432540 668096 313431 257837 6797121
Benefits
- Other Employment 563252 1726082 2116268 4405602
Benefits
3 Total (A) 8627158 6805155 8397963 4807118 2267592 1764004 32668990
3 Ceiling as per the Act - - - - - - -

* This includes amount of superannuation benefit also.

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

SN Particulars of Remuneration

Key Managerial Personnel

Shri Ashish Kumar Srivastava Company Secretary & Compliance Officer (in Rs.) Shri Parmod Kumar Narang Chief Financial Officer (from 01.08.2019) (in Rs.) Total (Rs.)
1. Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 1468087 2639358 4107445
(b) Value of perquisites u/s 17(2) Income-tax Act 1961 76092 76092
2. Stock Option
3. Sweat Equity
4. Commission
3 - as % of profit
35. Others specify 18562 6908 25470
- Performance Linked Incentives (PRP)
6. Others please specify 246988 446354 693342
- Post Employment Benefits
Other Employment Benefits 272045 272045
Total 1733637 3440757 5174394

B. Remuneration to other directors

SN. Particulars of Remuneration

Name of Directors

Total Amount
Independent Directors Dr. P.K. Anand (Rs.) Dr. R.N. Goyal (Rs.) Ms. Geetha Kumary (Rs.) (Rs.)
1. Fee for attending Board / Committee - - - -
Meetings
Board Meeting 310000(10) 280000(9) 280000(9) 870000
Audit Committee 100000(5) 40000(2) 100000(5) 240000
CSR committee - 100000(5) 20000(1) 120000
SRC Committee 20000(1) 80000(4) - 100000
Nomination & Remuneration Committee 40000(2) 40000(2) 20000(1) 100000
Risk Management 40000(2) 65000(3) 40000(2) 145000
Separate Meeting 45000(2) 45000(2) 45000(2) 135000
Sub - Committee Meeting - - - -
Commission - - - -
Others please specify - - - -
Total (1) 555000 650000 505000 1710000
2. Other Non-Executive Directors - - - -
Fee for attending board committee meetings - - - -
Commission - - - -
Others please specify - - - -
Total (2)
Total (B)=(1+2) 555000 650000 505000 1710000
3 Total Managerial Remuneration
Overall Ceiling as per the Act - - - -

 

SN. Particulars of Remuneration

Name of Directors

Total Amount
Independent Directors Shri Anil Kumar Goel (Rs.) Shri Satish Sareen (Rs.) 3(Rs.)
1 Fee for attending Board / Committee - - -
Meetings -
Board Meeting 250000(8) 250000(8) 500000
Audit Committee 60000(3) 60000(3) 120000
CSR committee 80000(4) 80000(4) 160000
SRC Committee 60000(3) 60000(3) 120000
Nomination & Remuneration Committee - 20000(1) 20000
Risk Management 25000(1) - 25000
Separate Meeting 45000(2) 45000(2) 90000
Commission - - -
Others please specify - -

 

SN. Particulars of Remuneration

Name of Directors

Total Amount
Independent Directors Shri Anil Kumar Goel (Rs.) Shri Satish Sareen (Rs.) 3(Rs.)
Total (1) 520000 515000 990000
2 Other Non-Executive Directors - - -
Fee for attending board committee meetings - - -
Commission - - -
Others please specify - - -
Total (2) - - -
Total (B)=(1+2) 520000 515000 990000
Total Managerial Remuneration
Overall Ceiling as per the Act - - -

VIII) PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the Companies Act Brief Description Details of Penalty / Punishment/ Compounding fees imposed Authority [RD / NCLT/ COURT] Appeal made if any (give Details)
A. COMPANY – NA
Penalty 3- - - - -
Punishment 3- - - - -
Compounding 3- - - - -
B. DIRECTORS – NA
Penalty 3- - - - -
Punishment 3- - - - -
Compounding 3- - - - -
C. OTHER OFFICERS IN
DEFAULT – NA
Penalty 3- - - - -
Punishment 3- - - - -
Compounding 3- - - - -

 

(Rajeev Mehrotra)
Place: Gurugram Chairman & Managing Director and Chief Executive Officer
Date: 29.07.2020 (DIN: 01583143)