Rithwik Facility Management Services Ltd.
|BSE: 540843||Sector: Others|
|NSE: N.A.||ISIN Code: INE819Y01015|
|BSE 00:00 | 20 May||34.10||
|NSE 05:30 | 01 Jan||Rithwik Facility Management Services Ltd|
|Mkt Cap.(Rs cr)||10|
|Mkt Cap.(Rs cr)||10.43|
Rithwik Facility Management Services Ltd. (RITHWIKFACILITY) - Director Report
Company director report
The Board presents its 8th Annual Report together with the AuditedAccounts of the Company for the year ended March 31 2018.
During the year under review The turnover of the Company wasRs.2096.18 lakhs as compared to Rs.2149.33 lakhs in the previous year. Though there isdecline in turnover your company has managed to maintain the profits by reducing thecosts.
CHANGE IN THE NATURE OF THE BUSINESS
During the year there is no change in the nature of the business ofthe Company.
Though your Company has made profits your Directors decided to retainthe profits for future expansion and has not recommended any dividend for the year ended31st March 2018.
Industry wise IT/ ITES/ BFSI sectors constitute more than 21% ofrevenue generated followed by demand leaders in other sectors such as retail healthcareinfrastructure and manufacturing. By 2025 around 38% of India's population is predictedto live in urban regions and cities will account for 80% of India's GDP. The governmentsambitious plan to develop 100 smart cities (attracting an investment of $216 Billion intoinfrastructure) will result in a surge in infrastructure creation driven by sustainedpopulation growth. This will create a sustained need for professional holistic facilitiesmaintenance services.
Your Company continues to explore the possibilities of expansion intonew markets. The main vision for the company is to foray into the segment of designinterior and fitting out of IT/ITES and commercial space on turnkey basis. In essence bareshell floor in a commercial complex can be transformed into fully functional plug and playoffice in shorter time. There is a large gap in qualified turnkey vendors exist in themarket and your company has devised marketing strategy to make this gap as an opportunitywhere the company can grow in multifold in short period of time. Your Company has alreadysecured its first turnkey project with an order value of 3.25 crores is nearingcompletion.
Facility Management (FM)
The Indian Facilities Management (FM) industry is in the midst of rapiddevelopments in end -user industries which has led to the considerable growth ofcommercial activities in metropolitan areas such as Delhi /NCR Mumbai Hyderabad PuneChennai and Bengaluru. According to a Technavio report analysts forecast a CAGR of 17.19%for the Indian FM industry over the next three years. In effect FM services are steadilygaining popularity among commercial as well as residential clients driven bymodernization and urban development. The southern western and northern regions pose aspotential growth areas due to their ability to attract more real estate investments.
The Authorised capital of the company is 400 Lakhs as on 31st March2018. The paid up capital of the Company as on 31st March 2018 stands at Rs. 306 Lakhs.The table given below depicts the changes in the Authorised & paid up share capital ofthe Company during the year under review.
Paid up Capital
TRANSFER TO RESERVES
Your Company has not proposed any sum to the general reserve of theCompany.
Corporate governance is an ethically driven business process that iscommitted to values aimed at enhancing an organization's brand and reputation. This isensured by taking ethical business decisions and conducting business with a firmcommitment to values while meeting stakeholders expectations. At Rithwik FacilityManagement Services Limited it is imperative that our company affairs are managed in afair and transparent manner. This is vital to gain and retain the trust of ourstakeholders. The Company is committed to maintain the highest standards of corporategovernance and adhere to the corporate governance requirements set out by SEBI.
As per the Regulation 15(2)(a) of Chapter IV of Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015; Thecompliance with the Corporate Governance provisions as specified in regulations 17 1819 20 2122 23 24 25 26
27 and clauses (b) to (i) of sub-regulation (2) of regulation 46and para C D and E of Schedule V shall not apply in respect of a) the Listed entityhaving paid up Equity share capital not exceeding Rs. 10 Crore and Net-worth notexceeding of 25 Crore as on the last day of the Previous financial year: b)the Listedentity which has listed its specified securities on the SME Exchange:
Your Company is listed in BSE SME platform. Thus the compliance withprovisions of Corporate Governance in accordance with Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 is notapplicable to your Company.
MANAGEMENT DISCUSSION AND ANALYSIS & CORPORATE GOVERNANCE:
In terms of provisions of Regulation 34 of Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015(hereinafter referred to as Listing Regulations) the Management Discussion and AnalysisReport is appended as Annexure IV to this report.
INITIAL PUBLIC OFFERING (IPO)
During the year under review your company entered into the capitalmarkets with a maiden public issue of 810000 equity shares of Rs. 10/- each at a premiumof Rs. 40/- per share aggregating to Rs. 40500000. The issue received good response andthe same was oversubscribed by more than 40 times. The equity shares have been listed andtraded on the SME Platform of BSE Ltd w.e.f. 11th January 2018. Subsequent to the IPO theissued subscribed and paid up capital of your company stands at Rs. 30600000 dividedinto 3060000 equity shares of Rs. 10/- each.
PARTICULARS OF EMPLOYEES
Your Company has no employee who is in receipt of remuneration ofRs.850000/- per month or Rs.10200000/- per annum and hence the Company is notrequired to give information under Sub Rule 2 and 3 of the Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules2014.
Further the Nomination and remuneration policy forms part of AnnexureV to the Board's Report:
Disclosure under Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014- Annexure V
DIRECTORS AND KEY MANAGERIAL PERSONNEL
A) Change in Board Constitution
B) Details with regards to meeting of Board of Directors and attendanceduring the year of the Company
(i) Composition of the Board of Directors as on the date of this Reportis mentioned below;
(ii) Meeting of Board of Directors and Attendance during the Year:
During the FY 2017-2018 25 meetings of the Board of Directors of theCompany were held which is listed in the table. There is no gap between two meetings thatexceed 120 days.
In accordance with Regulation 26 (1) (b) of SEBI (Listing Obligations& Disclosure Requirements) Regulations 2015 Membership/Chairpersonship of only theAudit Committees and Stakeholders' Relationship Committee in all
Public Limited Companies has been considered.
(C) Policy on Directors Appointment and Remuneration
The current policy is to have an appropriate mix of executivenon-executive and independent directors to maintain the independence of the Board andseparate its functions of governance and management. As on 31st March 2018 the Boardconsist of 5 Members 1 of whom is a Managing Director 1 of whom is an Whole-timeDirector and the 3 others are Independent Directors. The Board periodically evaluates theneed for change in its composition and size. The Policy of the Company on Director'sAppointment and
Remuneration including criteria for determining qualificationspositive attributes independence of director and other matters provided under Section178(3) of the Companies Act 2013 adopted by the Board is appended as Annexure Vto this report. We affirm that the Remuneration paid to the director is as per the termslaid out in the said policy.
(D) Declaration by Independent Directors
The Company has received necessary declarations from all theIndependent Directors under Section 149(7) of the Companies Act 2013 that they meet thecriteria of independence laid down in Section 149(6) of the Companies Act 2013notification issued by the Ministry of Corporate affairs and SEBI ( Listing Obligationsand Disclosure Requirements) Regulations 2015 and the Board is satisfied that theIndependent Directors meet the criteria of Independence as stipulated under statutorylaws.
The Declaration by Independent Director is annexed as Annexure IAnnexure II & Annexure III to this Report.
(E) KEY MANAGERIAL PERSONNEL
The Board appointed Mr. Jayapandi Subbiah as Company Secretary cumCompliance officer who is KMP of the Company from October 3 2017.
The Board appointed Mr. Suresh Babu Tippavajjala as Chief FinancialOfficer and KMP of the Company from October 3 2017.
Mr.Rithwik Rajshekar Raman Managing Director of the company appointedfor a period of five years and the same has been confirmed by the shareholder at 7th AGMheld on 29th June 2017.
Currently the Board has three Committees: the Audit Committee the
Nomination and Remuneration Committee and the Stakeholder'sRelationship
Committee. All Committees are appropriately constituted
(i) The details of the composition of the Committees as on the date ofthis Report is mentioned below:
(ii) Meeting of Audit Committee and Attendance during the Year:
During the financial year under review Audit Committee Meeting washeld on 11.10.2017 and the attendance of the members at the Audit Committee meetings wasas follows:
Mr.Natarajan Narayanasamy has resigned w.e.f 17.03.2018 from the Boardof Directors thus vacating the Committee Chairmanship and there was a vacancy in thecommittee and hence no meeting is held after October 2017.
(iii) Meetings of Nomination and Remuneration Committee and Attendanceduring the Year:
During the financial year under review Nomination and RemunerationCommittee Meetings was held on 11.10.2017. The attendance of the members at the Nominationand Remuneration Committee meeting was as follows:
(iv) Meeting of stakeholder relationship committee and attendanceduring the year:
During the financial year under review Stakeholder RelationshipCommittee Meetings were held on 11.10.2017 and the attendance of the members at theStakeholder Relationship Committee meeting was as follows:
CORPORATE SOCIAL RESPONSIBILITY
As per the provision of Section 135 of the Companies Act 2013 allcompanies having a net worth of Rs.500 crore or more or a turnover of Rs.1000 crore ormore or a net profit of Rs.5 crore or more during any financial year are required toconstitute a CSR committee.
Your Company do not fall in the criteria to constitute a CSR Committeeas per the provisions of Section 135 of the Companies Act 2013.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
Your Company gives utmost importance towards maintain and upholding thedignity of each and every woman working in the Company. The Company has a policy onprevention of sexual Harassment at workplace which provides for adequate safeguards andprotection for women employees working in the organization.
No Complaints were received in this regard during the year 2017- 18.
Pursuant to provisions of section 204 of the Companies Act 2013 readwith Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 your Company has engaged the services of Mr.S.Vasudevan Company Secretaries inpractice Chennai to conduct the Secretarial Audit of the Company for the period ended on31st March 2018. The Secretarial Audit Report (in Form MR-3) is annexed as Annexure-VIto this Report.
SECRETARIAL AUDITORSf OBSERVATIONS IN SECRETARIAL AUDIT REPORT
There is no qualification reservation or adverse remarks or disclaimermade by the Secretarial Auditor in their report and do not call for any furtherexplanation/comment from the board.
M/s. Kalyanasundaram & Associates Chartered Accountants Chennaiwas appointed as Statutory Auditors of the Company in the previous AGM held on 29th June2017.The term of the present Auditor will conclude at the ensuing Annual General meetingof the Company and being eligible has offered themselves for re-appointment.
Consent has been received from the Present auditors for theirre-appointment to the effect that they are not disqualified to be appointed as StatutoryAuditors of the Company in terms of the Companies Act 2013 & the rules made thereunder. The Members are requested to consider and approve their appointment as StatutoryAuditors for the Financial year 2018 -19.
STATUTORY AUDITORSf OBSERVATIONS IN AUDIT REPORT
There are no qualifications reservations or adverse remarks made byM/s. Kalyanasundaram & Associates. Chartered Accountants the Statutory Auditors ofthe Company in their report. The observations made by the Statutory Auditors in theirreport for the financial period ended 31st March 2018 read with the explanatory notestherein are self-explanatory and therefore do not call for any further explanation orcomments from the Board under Section 134(3) of the Companies Act 2013.
Your Company complies with the Secretarial Standard on Meetings ofDirectors (SS-1) and Secretarial Standard on General Meetings (SS-2) whenever it hasapplicable.
Your Company will comply with the other Secretarial Standards issued bythe Institute of Company Secretaries of India (ICSI) as and when they are made mandatory.
PARTICULARS ON CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENTTECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
(i) Energy Conservation: Conservation of energy continues to receiveincreased emphasis and steps are being taken to reduce the consumption of energy at alllevels. The Company has taken steps to conserve energy in its office use consequent towhich energy consumption had been minimized. No additional Proposals/ Investments weremade to conserve energy. Since the Company has not carried on industrial activitiesdisclosures regarding impact of measures on cost of production of goods total energyconsumption etc are not applicable.
(ii) Foreign Exchange Earnings and Outgo: The Company has not earned orspent any foreign exchange during the year under review.
(iii) Research and Development & Technology Absorption: The Companyhas not adopted any technology for its business and hence no reporting is required to befurnished under this heading. The Company will adopt necessary technology as and whenrequired in the furtherance of the business.
DIRECTORSf RESPONSIBILITY STATEMENT
The Directors confirm that:-
a) In the preparation of the annual accounts the applicable accountingstandards have been followed and that no material departures have been made from the same;
b) They have selected such accounting policies and applied themconsistently and made judgements and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of theFinancial Year and of the Profit or Loss of the Company for that period.
c) There is a system for internal financial control and managementwhich in the opinion of the management is effective.
d) To the best of their knowledge and information they have takenproper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act 2013 for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities; and
e) They have prepared the annual accounts on a going concern basis.
f) The Directors have laid down internal financial controls to befollowed by the Company and that such internal financial controls though adequate arebeing strengthened on an ongoing basis quite effective to operate effectively; and
g) The Directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems are adequate and beingstrengthened to operate effectively excepting for certain procedural delays.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
During the year under review there are no transactions covered underthe Provisions of Section 186 of the Companies Act 2013.
The Company has developed and implemented a risk management policyincluding identification therein of elements of risk if any which in the opinion of theBoard may threaten the existence of the Company. The Board and the Audit Committeeperiodically undertake a review of the major risks affecting the
Company's business and suggests steps to be taken to control andmitigate the same.
EXTRACT OF ANNUAL RETURN
As required under Section 92(3) of the Companies Act 2013 and Rule12(1) of the Companies (Management and Administration) Rules 2014 an extract of AnnualReturn in MGT-9 is annexed with this Report as Annexure VII
RELATED PARTY TRANSACTIONS
There were no any materially significant related parties' transactionwith promoters and directors which were in conflict with the interest of the Companyattracting the provision of Section 188 of the Companies Act 2013 during the financialyear.
Thus disclosure in Form AOC-2 is not required.
However Form AOC 2 related with particulars of contract or arrangementswith related parties are annexed herewith as Annexure -VIII.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT
There are no significant and material orders passed by the Regulatorsor Court that would impact the going concern status of the company.
INTERNAL FINANCIAL CONTROLS
The Company has a well-placed proper and adequate internal controlsystem which ensures that all assets are safeguarded and protected and that thetransactions are authorized recorded and reported correctly. The Internal FinancialControls with reference to financial statements as designed and implemented by the Companyare adequate.
During the year under review no material or serious observation hasbeen received from the Internal Auditors of the Company for inefficiency or inadequacy ofsuch controls. The Board of Directors has appointed M/s.V Suresh & AssociatesChartered Accountants as the Internal Auditor of the Company. The Internal Auditorsindependently evaluate the adequacy of internal controls and concurrently audit themajority of the transactions in value terms.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIALPOSITION OF THE COMPANY
No material changes and commitments affecting the financial position ofthe company occurred.
Your directors are pleased to inform you that the Company in thefinancial year 2017-18 brought the Initial Public Offer of its equity shares and gotlisted its shares on SME platform of BSE Ltd. on 11th January 2018. The Company's code isINE819Y01015.
Your Company has not accepted any public deposits during the year underreview.
Your Directors place on record their appreciation of the valuablesupport and help of all the stakeholders of the company in management and financialmatters Financial Institutions Government authorities Banks and Employees. The Companywish to place their appreciation for Bombay Stock Exchange Inventure merchant bankerservices private Limited (Merchant Banker) Bigshare services private limited (Registrarand share transfer agents) for Listing of the securities with the Stock Exchange.
For and on behalf of the Board of Directors Rithwik FacilityManagement Services Limited