Your Directors have pleasure in presenting to you the Sixteenth Annual Report onBusiness and Operations of the Company along with audited Annual Financial Statements forthe year ended 31st March 2021.
1. PRESENTATION OF FINANCIAL STATEMENTS:
The financial highlights for the year under report are as under:
(Rs. in lakhs)
|Particulars ||Standalone || ||Consolidated || |
| ||2020-21 ||2019-20 ||2020-21 ||2019-20 |
|Revenue from orations ||20231.30 ||29793.41 ||20786.63 ||30398.24 |
|Other Income ||345.74 ||257.89 ||345.74 ||294.71 |
|Total Income ||20577.04 ||30051.30 ||21132.37 ||30692.56 |
|Less: Expenditure ||17283.18 ||23089.93 ||17837.60 ||23893.37 |
|Profit/(loss) before Interest Depreciation and Tax ||3294.86 ||6961.37 ||3294.77 ||6799.59 |
|Less: Finance Cost ||1150.50 ||1132.56 ||1150.50 ||1132.56 |
|Less: Depreciation & Amortization Cost ||398.80 ||414.46 ||398.80 ||414.46 |
|Prior Period Items ||- ||- ||- ||- |
|Less: Extraordinary items ||- ||1332.89 ||- ||1332.89 |
|Profit/(loss)Before Tax ||1745.56 ||4081.46 ||1745.46 ||3919.28 |
|Less: Tax Expenses ||487.73 ||1087.55 ||487.76 ||1087.55 |
|Less: Deferred Tax ||-18.66 ||-33.29 ||-18.66 ||-33.29 |
|Profit/(loss)after Tax ||1276.49 ||3027.21 ||1276.36 ||2865.02 |
During the year under review the Company has earned net profit of Rs.127648659.49/- There is decrease in profit after tax during the financial year 2020-21when compared to the net profit after tax of the previous year. This was due to the suddenoutburst of Pandemic Covid-19 the slowdown on Farakka Project and stressed workingcapital condition. Your Directors are confident that the performance of the Company willbe improved on all fronts in the current Financial Year.
The Board of Directors aim to grow the business lines of the Company and enhance therate of return on investments of the shareholders. Your Directors recommends a Dividend ofRs.1.20 (12%) per share equity share of Rs. 10 each for the FY 2020 -21.
3. CAPITAL STRUCTURE
The paid up share capital of the Company is Rs.239906000/- (Rupees Twenty ThreeCrores Ninety Nine Lakhs Six Thousand only) divided into 23990600 (Two Crore ThirtyNine Lakh Ninety Thousand and Six Hundred) equity shares of Rs.10/- each. The aforesaidEquity Shares is listed on National Stock Exchange of India.
Further the Company has not issued shares with differential voting rights nor hasgranted any stock options or sweat equity.
4. CONSOLIDATED FINANCIAL STATEMENTS
The Financial Statement of the Company for the Financial Year 2020-21 are prepared incompliance with the applicable provisions of the Companies Act 2013 Accounting Standardsand as prescribed by Securities and Exchange Board of India (Listing Obligations andDisclosure Requirement) Regulations 2015. The consolidated Financial Statement has beenprepared on the basis of the audited Financial Statements of the Company RKEC ProjectsLimited and its JV Firms as approved by the respective Board of Directors/Management.Pursuant to the provisions of Section 136 of the Act applicable rules relating toAccounting Standards the Financial Statements of the Company and the ConsolidatedFinancial Statements along with all relevant documents and Auditors Report thereon formpart of this Annual Report.
5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND Sincethere was no unpaid/unclaimed dividend the provisions of Section 125 of the CompaniesAct 2013 do not apply.
6. CHANGE IN THE NATURE OF THE BUSINESS OF THE COMPANY
During the year there is no change in the nature of the business of the Company.
The Company has not accepted or renewed any amount falling within the purview ofprovisions of Section 73 of the Companies Act 2013 ("the Act") read with theCompanies (Acceptance of Deposit) Rules 2014 during the period under review. Hence therequirement for furnishing the details of deposits which are not in compliance withChapter V of the Act is not applicable.
8. AMOUNT PROPOSED TO BE CARRIED TO RESERVES
The Directors have decided to transfer the balance amount in the retained earningsafter distribution of proposed dividend to be approved by the shareholders in the ensuingAGM.
9. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THESE FINANCIALSTATEMENTS RELATE AND THE DATE OF THE REPORT.
There have been no material changes and commitments which affect the financial positionof the Company that have occurred between the end of the Financial Year of the Company towhich the Financial Statements relate and the date of this Report. However therevalidation of contract by PuVNNL and successful completion of the revalidated contractshows the commitment of both the client and RKEC.
Impact of Covid on the Business
The World Health Organization declared the novel coronavirus disease ("COVID-19") outbreak a Public Health Emergency of International Concern on January 302020 and a pandemic on March 11 2020. On March 14 2020 India declared COVID-19 as a"notified disaster" and imposed a nationwide lockdown on March 24 2020.
On account of the nationwide lockdown operations at all of our places were suspended.With the aim of continuity in critical interfaces and preventing any disruption ofservices the Company had adopted work from home policy provided adequate ITinfrastructure and has taken various measures to ensure the safety and wellbeing of allemployees and has ensured compliance with the directives issued by the Central GovernmentState Government and local administration in this regard from time to time.
We restarted operations with the progressive relaxation of the lockdown in 2020. Wehave implemented additional safety measures such as regular temperature checks regularpremises sanitization compulsory use of masks and hand sanitization and staggeredworkforce.
10. STATEMENT ON FORMAL ANNUAL EVALUATION OF BOARD
Nomination and Remuneration Committee annually evaluates the performance of individualDirectors Committees and of the Board as a whole in accordance with the formal systemadopted by it. Further the Board also regularly in their meeting held for variouspurposes evaluates the performance of all the Directors Committees and the Board as awhole. The Board considers the recommendation made by Nomination and RemunerationCommittee in regard to the evaluation of Board Members and also tries to discharge itsduties more effectively. Each Board Members contribution their participation wasevaluated and the domain knowledge they bring. They also evaluate the manner in which theinformation flows between the Board and the Management and the manner in which the boardpapers and other documents are prepared and furnished.
11. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL
No orders have been passed by any Regulator or Court or Tribunal which can have impacton the going concern status and the Companys operations in future.
12. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK
The Company has developed and implemented risk management policy wherein all materialrisks faced by the Company are identified and assessed. The Risk Management Policy isuploaded on the website of the Company and can be accessed on Companys websitewww.rkecprojects.com .
13. PARTICULARS OF ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNING AND OUT-GO:
A. Conservation of Energy:
The steps taken or impact on conservation of energy.
i. The steps taken by the company for utilizing alternate sources of energy.
ii. The capital investment on energy conservation equipment.
B. Technology Absorption:
i. The efforts made towards technology absorption.
ii. The benefits derived like product improvement cost reduction product developmentor import substitution.
iii. In case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year)
a) The details of technology imported.
b) The year of import.
c) Whether the technology was fully absorbed.
d) If not fully absorbed areas where absorption has not taken place and the reasonsthereof.
e) The expenditure incurred on Research and Development.
The provisions of Section 134(3) (m) of the Act relating to conservation of energy andtechnology absorption do not apply to the Company. The Company has however usedinformation technology in its operations and continuously invests in energy -e cient o ceequipment at all o ce locations.
C. Foreign Exchange Earning & Out-Go: Foreign Exchange Earning: NIL
Foreign Exchange Outgo: NIL
14. CORPORATE SOCIAL RESPONSIBILITY
A detailed outline of the Corporate Social Responsibility (CSR) policy of the Companyon CSR activities during the Financial Year 2020-21 are set out in "Annexure1A" of this report in the format prescribed in the Companies (Corporate SocialResponsibility Policy) Rules 2014 as amended from time to time. The CSR Policy isavailable on the website of the Company www.rkecprojects.com.
15. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION
186 OF THE COMPANIES ACT 2013
During the year the Company has made no investment falling under the provision ofSection 186 of the Companies Act 2013 read with rules made there under. The Company hasnot given loan guarantee or provided security in connection with the loan to any otherbody corporate or person. The members are requested to refer the notes to the FinancialStatement which are forms the part of the Annual Report for detailed information.
16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
Particulars of Contracts or Arrangements made with related parties referred to insection 188 (1) of the Companies Act 2013 in the prescribed form (Form AOC-2) isappended as Annexure- 1B" to the Boards Report.
In accordance with the requirements of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) 2015 your Company has a Policy on Related-PartyTransactions which can be accessed on the website of the Company www.rkecprojects.com.
DIRECTORS a. Composition
As on March 31 2021 the Board of your Company consists of Eight Directors. Theirdetails are as follows:
|Category ||Name of Director |
|Executive Director ||Shri Garapati Radhakrishna Chairman and Managing Director |
| ||Smt Parvathi Devi Garapati Whole Time Director |
| ||Shri Venkata Rama Mohan Gudapati Whole Time Director |
|Non Executive Independent Directors ||Vice Admiral Satish Soni |
| ||PVSMAVSM NM (Retd) |
| ||Lt Gen Kumar Peruvemba |
| ||Ramachandran |
| ||Shri Lucas Peter Thalakala IRS (Retd) |
| ||Brig Kameswara Jagabathula Rao |
|Non Executive Directors ||Dr. Gudapati Sita Ratnam |
The composition of the Board is in line with the requirements of the Act and ListingRegulations. All the Directors have vast knowledge and experience in their relevant fieldsand the Company has benefitted immensely by their presence on the Board. b. Changes inDirectors and Key Managerial Personnel (KMP) during the FY2021 ? Lt Gen P R Kumar wasappointed as an Additional director and Independent Director considering his integrityexpertise and experience effective from July 30 2020 for a period of five years and theappointment was approved by the shareholders at the 15th AGM held on 29 Sep 2020. ? Shri RJayachandran was appointed as Chief Financial Officer in place of Brig G S Narayana w.e.f19 Nov 2020. c. Director retiring by Rotation.
As per the provisions of Companies Act 2013 Shri Venkata Rama Mohan Gudapati (DIN:06602693) retires by rotation at the ensuing Annual General Meeting and being eligibleseeks reappointment. Based on the recommendation of the nomination and remunerationcommittee the Board recommends his reappointment. His details as required under the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 are contained in theaccompanying Notice convening the ensuing Annual General Meeting of your Company. Anappropriate resolution seeking your approval to his re-appointment as Director is includedin the Notice. d. Woman Director
In terms of the provisions of Section 149 of the Act and Regulation 17(1)(a) of ListingRegulations the Company needs to have at least one woman director on the Board. TheCompany has Smt Garapati Parvathi Devi and Dr. G Sitaratnam as Woman Directors on theBoard. e. Declaration by Independent Director(s) and re-appointment if any
The Company has four Independent Directors on the Board. The Company has receiveddeclaration from each Independent Director of the Company under Section 149(7) of the Actthat they meet the criteria of independence as laid down in Section 149(6) of the Act andsubsequently the same was placed at the Board Meeting held on June 12 2021. Further interms of the recently introduced regulatory requirements name of every IndependentDirector should be added in the online database of Independent Directors by IndianInstitute of Corporate Affairs Manesar ("IICA"). Accordingly IndependentDirectors of the Company have registered themselves with the IICA for the said purpose. Adeclaration by Managing Director confirming the receipt of this declaration fromIndependent Directors is annexed to this report as Annexure II. It is proposed toreappoint Vice Admiral Satish Soni and Shri Lucas Peter Thalakala for 2nd term asIndependent Directors on Board considering their expertise and eligibility whose 1st termis concluding on 25 Nov 2021.(Reappointment is subject to the approval of the Members)
17. KEY MANAGERIAL PERSONNEL
Shri. G Radhakrishna-Managing Director Shri R Jayachandran- Chief Financial Officerand CS Deepika Rathi- Company Secretary & Compliance Officer are Key ManagerialPersonnel of the Company in accordance with the provisions of section 2 (51) and Section203 of the Companies Act 2013 read with Companies (Appointment and Remuneration ofManagerial Personnel ) Rules 2014.
18. MEETINGS OF THE BOARD OF DIRECTORS
The Board met 5 times in the Financial Year 2020-21 viz 27 June 2020 30 July 2020 4Sep 2020 11 Nov 2020 and 12 Feb 2021. Details of Directors as on 31 Mar 2021 and theirattendance at the Board Meetings and Annual General Meeting (AGM) during the FinancialYear 2020-21 are given below:
|Name of Directors ||Designation ||No. of Board Meetings held ||No. of Board Meetings attended ||Attendanceat the last AGM |
|Shri G Radhakrishna ||Chairman & Managing Director ||5 ||5 ||Yes |
|Smt G Parvathi Devi ||Whole Time Director ||5 ||4 ||Yes |
|Shri G V Rama Mohan ||Whole Time Director ||5 ||4 ||Yes |
|Vice Admiral Satish SoniPVSMAVSM NM (Retd) ||Independent Director ||5 ||5 ||Yes |
|Shri T Lucas Peter IRS (Retd) ||Independent Director ||5 ||5 ||Yes |
|Brig JK Rao ||Independent Director ||5 ||5 ||Yes |
|Lt Gen P R Kumar ||Independent Director ||5 ||4 ||Yes |
|Smt G Sita Ratnam ||Director ||5 ||4 ||Yes |
19. COMMITTEE MEETINGS
The Board of Directors of your Company have formed various Committees as per theprovisions of the Companies Act 2013 and as per SEBI (Listing Obligations and DisclosureRequirements) 2015 and as a part of the best corporate governance practices the terms ofreference and the constitution of those Committees is in compliance with the applicablelaws. Further there are no instances where the Board has not accepted recommendations ofAudit Committee. Policy framed by Nomination and Remuneration committee is available onwebsite-Link: http://www.rkecprojects.com/images/pdf/4remunerationpolicy.pdf. In order toensure focused attention on business and for better governance and accountability theBoard comprises of following four committees:
|Name of Members ||No. of Committee Meeting entitled ||No. of Committee Meetings Attended |
|Shri T Lucas Peter IRS (Retd) ||4 ||4 |
|Vice Admiral Satish SoniPVSMAVSM NM (Retd) ||4 ||4 |
|Shri G Radhakrishna ||4 ||4 |
Nomination & Remuneration Committee
|Name of Members ||No. of Committee Meeting entitled ||No. of Committee Meetings Attended |
|Shri T Lucas Peter IRS (Retd) ||3 ||3 |
|Vice Admiral Satish SoniPVSMAVSM NM (Retd) ||3 ||3 |
|Lt Gen P R Kumar ||3 ||2 |
Corporate Social Responsibility (CSR) Committee
|Name of Members ||No. of Committee Meeting entitled ||No. of Committee Meetings Attended |
|Shri G Radhakrishna ||2 ||2 |
|Brig J K Rao ||2 ||2 |
|Shri G V Rama Mohan ||2 ||2 |
Stakeholders Relationship Committee
|Name of Members ||No. of Committee Meeting entitled ||No. of Committee Meetings Attended |
|Shri G Radhakrishna ||1 ||1 |
|Vice Admiral Satish Soni ||1 ||1 |
|Shri Lucas Peter Thalakala ||1 ||1 |
20. DIRECTORS RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statement in terms ofSection 134 of the Act:
(a) in preparation of Annual Accounts for the financial year ended 31st March 2021the applicable Accounting Standards have been followed along with proper explanationrelating to material departures;
(b) that such accounting policies as mentioned in the Notes to the Accounts have beenselected and applied consistently and judgment and estimates have been made that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at 31st March 2021 and the profit of the Company for the year ended on thatdate;
(c) that proper and sufficient care has been taken 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) that the annual accounts have been prepared on a going concern basis;
(e) that proper internal financial controls laid down by the Directors were followed bythe Company and such internal financial controls are adequate and were operatingeffectively; and
(f) that proper systems to ensure compliance with the provisions of all applicable lawshave been devised and such systems were adequate and were operating effectively.
21. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:
Pursuant to the provisions of Section 177(9) of the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board ofDirectors of the Company has established Vigil Mechanism/Whistle Blower Policy forDirectors and employees of the Company to report genuine concerns regarding unethicalbehaviour actual or suspected fraud or violation of the Companys Code of Conductand Ethics Policy. The said mechanism also provides for direct access to the Chairpersonof the Audit Committee in appropriate or exceptional cases. The Board of Directors of theCompany frequently reviews the Vigil Mechanism/Whistle Blower Policy in order to ensureadequate safeguards to employees and Directors against victimization. The said policy isalso available on the website of the Company at www.rkecprojects.com.
22. DETAILS OF INVESTORS GRIEVANCES/ COMPLAINTS:
The Company has not received any complaints during the year. The pending complaints ofthe Shareholders/ Investors registered with SEBI at the end of the current Financial Yearended on 31st March 2021 are NIL. There were no pending requests for sharetransfer/dematerialization of shares as of 31st March 2021.
23. ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has placed an adequate Internal Financial Controls with reference toFinancial Statements. The Board has inter alia reviewed the adequacy and effectiveness ofthe Companys Internal Financial Controls relating to its Financial Statements.
In addition the Internal Auditor performs periodic audits in accordance with the pre-approved plan. They report on the adequacy and effectiveness of the internal controlsystems and provide recommendations for improvements. During the year such Controls weretested and no reportable material weakness was observed.
24. COMPLIANCE WITH THE SECRETARIAL STANDARDS
The company has complied with applicable provisions of Secretarial standards issued bythe Institute of Company Secretaries of India and approved by Government of India undersection 118 (10) of the Companies Act 2013.
25. STATEMENT UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTIONPROHIBITION & REDRESSAL) ACT 2013
The company has formulated a policy on prevention of sexual harassment of women atworkplace in accordance with The Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013. During the Financial Year ended 31st March 2021the Company has not received any complaints pertaining to sexual harassment.
26. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
There are no subsidiary and associate companies which have become so and ceased as suchduring the financial year under review. The Company has entered into Joint Venture withM/s Suryadevara Engineers & Contractors Vijayawada M/s Qingdao ConstructionEngineering Group Co. Ltd M/s Rapid Net Sports System and M/s N.G. BHOIR & M/sSamudra Dredging Private Limited. The statement containg the salient feature of the JVs isgiven in "Annexure - 1C".
The present Auditors of the Company M/s. SARC & Associates Chartered Accountants(FRN: 006085N) were appointed as Statutory Auditors for a period of 5 year(s) at theAnnual General Meeting held on 29th Sept 2020 to hold the office till the conclusion of20th Annual General Meeting of the Company to be held in the year 2025.
In pursuant to Companies Amendment Act 2017 enforced on 7thMay 2018 by Ministry ofCorporate Affairs the appointment of Statutory Auditor is not required to be ratified atevery Annual General Meeting. There are no qualifications reservations or adverse remarksmade by M/s SARC & Associates Chartered Accountants the Statutory Auditors of theCompany in their report. Secretarial Auditor M/s Mehta & Mehta Company SecretariesMumbai are appointed as Secretarial Auditors of the Company to conduct Secretarial Auditpursuant to the provisions of Section 204 of the Companies Act 2013 for FY 2021-22 in theBoard Meeting held on 12 June 2021. M/s P N Rao & Co. Practicing Company SecretariesVisakhapatnam were appointed as Secretarial Auditors of the Company to conduct SecretarialAudit for FY 2020-21. The Secretarial Audit was entrusted to M/s Mehta & MehtaCompany Secretaries for the FY 2020-21 after obtaining NOC by M/s P N Rao &CoVisakhapatnam which forms part of this report and is marked as "Annexure-1D"Board noted the observations/qualifications made in the report by the Secretarial auditorand desired to strictly adhere to the compliance requirements under the Companies Act2013 and filing of various documents within the stipulated time. Folowing are theobservations made by the Secretarial Auditor along with Managament replies:
Management Responses to the observations made in Secretarial Audit Report:
(i) The Building and other construction workers (Regulation of employment andconditions of service) Act 1956.*
(j) Inter-State Migrant workmen ((Regulation of employment and conditions of service)Act 1979.* Observation: *The documents/ returns/ reports with respect to sector specificlaws as stated in (i) and (j) above were not made available to us for inspection and hencewe cannot comment on the compliances done if any by the Company. Management Reply: It isto mention that a composite return has been filled as per applicable laws. Observation:
1.The Company has not noted the budget annual action plan and annual report on CSR.Management Response: Noting of Budget annual action plan and annual report on CSR becameapplicable vide circular dated 22 Jan 2021. The compliance shall be done in the currentfinancial Year. Observation:
2.We have not checked the statutory registers of the Company as they were not madeavailable to us for inspection and so we cannot comment on the same. Management Response:There was delay in providing information as the registers are manually maintained. Sameshall be furnished soon after completion and convertion to electronic form. Observation:
3.MGT 15 not filed by the Company post the completion of AGM for the year 2020.Management Response: It was missed out inadvertently. The Company shall comply with theprovision with initiation of any Companies Fresh Start Scheme by MCA or with any suitablemean. Observation:
4.Effective date of appointment of CFO is not mentioned in the resolution appointingCFO (BM-11.11.2020) Management Response: In the resolution it was mentioned " Hisappointment shall take effect from the date of assuming charge as CFO". Date of BoardMeeting was 11 Nov 2021whereas CFO joined from 19 Nov 2021 and the same was intimated andmentioned in the e-form DIR-12 filed with ROC to effect his appointment.
5.& 6. Agenda for regularization amd recommendation of Mr. P R as IndependentDirector subject to approval of shareholders has not been taken up in the BM held on04-09-2020. Management Response: Resolution passed in the Board Meeting held on 30 July2020 where Lt Gen P R Kumar was appointed as additional Director Category Non ExecutiveIndependent Director it was stated Lieutenant General PR Kumar PVSM AVSM VSM(DIN: 07352541) be and is hereby appointed as an Additional Director of the Company withimmediate effect from 30th July 2020 who shall hold the office as such till the ensuingAnnual General Meeting and is be and hereby appointed as Independent Director for a termof five years with effect from 30th July 2020 subject to his Regularization fromAdditional Director to Regular Director.
There by separate agenda was note taken for his regularization. However the point isnoted for future. Observation:
7.Circular resolution has been deemed to be passed on 29-01-2021 whereas draft has beencirculated on 30-01-2021 (as per the proof provided) and consent from some of directorshave been received on 30-01-2021. There is a mismatch of dates. Management Response: Theresolution was circulated on 29 Jan 2021 but due to some technical issues the mailcouldnt be sent. It came into notice on 30 Jan 2021 and the same was re sent. Laterit was ratified by the Board. Observation:
8.Availing of credit facility under BCECL Scheme from Bank of Baroda has been passedthrough circular resolution instead of Board resolution as required under Section 179 ofthe Companies Act 2013. Management Response: This was in the midst of Covid Pndemicwherin a covid loan of Rs. 3.75 Cr was availed under the scheme ny BOB which was laterratified by the Board. Observation:
9.The NRC committee shall consist of all non-executive directors as per Reg 19 but theCompany appointed one of its Executive directors as a member of the Committee. As per theCompany the reconstitution of the Committee is done however no noting found in either NRCmeeting or Board meeting for the same. Management Response: The Company has reconstitutedNRC committee as per Reg 19 and a note is there in the minutes of NRC Meeting held on 30July 2020 to induct Lt Gen PR Kumar as a member in NRC Committee. However the same shallbe reconsidered and properly executed. Observation:
10.Presence of NRC Chairman and SRC Chairman in the AGM not recorded in AGM Minutes.Management Response: Presence of all the Directors who attended the Annual General Meetingis recorded in the AGM minutes which includes NRC Chairman and SRC Chairman. Howeverseparate mention is not there. Noted for future. Cost Auditors The Company has appointedM/s Uppalapati & Associates LLP Cost & Management Accountants as Cost Auditorsas pursuant to Section 148 of the Companies Act 2013 read with the Companies (CostRecords and Audit) Amendment Rules 2014 for the FY 2021-22. Internal Auditors The Companyhas appointed M/s Kumar Vadisala and Associates as Internal Auditor for the year 2021-20.M/s Rao and Kumar who were Internal Auditors of the Company for the year 2020-21 hasexpressed their inability for reappointment due to preoccupation.
28. PARTICULARS OF EMPLOYEES
The information required under Section 197 of the Companies Act 2013 read with rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is provided in the Report and marked as "Annexure - 1E". No employee ofthe Company was in receipt of the remuneration exceeding the limits prescribed in the rule5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
29. EXTRACT OF THE ANNUAL RETURN
Pursuant to sub-section (3)(a) of Section 134 and sub-section (3) of Section 92 of theCompanies Act 2013 read with Rule 12 of the Companies (Management and Administration)Rules 2014 the Annual Return as at March 31 2021 is available at www.rkecprojects.com.
30. CORPORATE GOVERNANCE
Pursuant to the Listing Regulations a separate section titled CorporateGovernance has been included in this Annual Report along with the Report onManagement Discussion and Analysis. All Board members and Senior Managementpersonnel have affirmed compliance with the code of conduct for FY2021. A declaration tothis effect signed by the Managing Director of the Company is included in this AnnualReport. The Managing Director and the Chief Financial Officer have certified to the Boardwith regard to th e financial statements and other matters as specified in the ListingRegulations. A certificate from a Practising Company Secretary regarding compliance ofconditions of corporate governance is attached to the Corporate Governance Report.
31. EVENT BASED DISCLOSURES
The Company has not issued any shares with differential Voting Rights or Sweat Equityshares orshares under Employee Stock Option Plan ("ESOP"). The Company has notprovided any money to its employees for purchase of itsown shares. Hence the Company hasnothing to report in respect of Rule 4(4) Rule (13) Rule 12(9) and Rule 16 of theCompanies (Share Capital & Debentures) Rules2014.
The equity shares of the company got listed on Main Board of NSE on 18 Dec 2020 fromSME platform of NSE and the Company has paid annual listing fees for the year 2020-21.
33. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report for the financial year under review asstipulated under Regulation 34(2)(e) of the (Listing Obligations Disclosures Requirements)Regulations 2015 is given as an annexure to this Annual Report.
34. HUMAN RESOURCE AND EMPLOYEE RELATIONS
Your people are your greatest resource. Your Company encourages and provides regulartraining to employees to improve skills. Your Company has performance appraisal system forsenior employees and junior management staff. Rewarding individuals for their contributionis part of motivation towards Excellence. More details on this section are forming part ofManagement Discussion and Analysis Report.
35. PREVENTION OF INSIDER TRADING
"Insider Trading" is an unethical practice resorted to by those privy tocertain unpublished information relating to the Company to profit at the expense of thegeneral investors who do not have access to such information. The objective of the currentRegulations is to prevent "insider trading" by prohibiting dealingcommunicating counseling or procuring "unpublished price sensitiveinformation". The Company has framed "The Code for Prevention of InsiderTrading" as required under regulation 9 of the Securities and Exchange Board of India(Prohibition Of Insider Trading) Regulations 2015 to be observed by the Directors andDesignated Employees in the performance of their duties.The Board of Directors have alsoadopted the Code of Fair Disclosure for the Company and would ensure that the Managementadheres to this code to make the Unpublished Price Sensitive Information of the Companywould be made available to the general public as soon as it is possible for the Company todo so. The Company recognizes that strict observance of the Code is a basic pre-requisitefor ensuring full confidentiality of all "unpublished price sensitiveinformation" and to build general investor confidence and stakeholder credibility.
36. OTHER DISCLOSURES a. During the year under review the Company has not allottedany equity shares with differential voting rights. b. No frauds were reported by theauditors under sub-section (12) of section 143 of the Act. c. The Company has compliedwith applicable Secretarial Standards for Board and General Meetings held during the yearunder review. d. The Company has not revised Financial Statements as mentioned undersection 131 of the Act.
The Directors wish to place on record their appreciation and sincerely acknowledge thecontribution and support from valuable Stakeholders Bankers Central and State GovernmentDepartments Dealers Vendors and other Statutory and Regulatory Authorities for theirexcellent support and help rendered during the year.. The Directors also extend theirspecial appreciation to the employees for their continuing support and unstinting effortsin ensuring an excellent all-round operational performance and also for their continuedcommitment dedication and cooperation.