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Rudrabhishek Enterprises Ltd.

BSE: 535095 Sector: Infrastructure
NSE: REPL ISIN Code: INE364Z01019
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Rudrabhishek Enterprises Ltd. (REPL) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the 27th Annual Report on the affairs of theCompany together with the Audited Financial Statement for the financial year ended 31stMarch 2019 ("year under review").

1) FINANCIAL RESULTS/SUMMARY

The Financials Results of the Company for the year April 012018 to March 312019 aregiven below:

(In Rs.)
PARTICULARS

2018-19

2017-18

Standalone Consolidated Standalone Consolidated
Revenue from Operations 496293561 524908604 384234428 425850165
Other Income 7925269 9711095 12476281 14011607
Total Revenue 504218830 534619699 396710709 439861772
Less: Expenses (403876467) (429616841) (322066310) (382611401)
Profit before Exceptional Extraordinary Items & Taxation 100342363 105002858 74644399 57250371
Less: Income tax adjustments 11681 11681 (115) (156)
Profit Before Tax 100354044 105014539 74644284 57250215
Less: Current tax (28140000) (28883607) (21626000) (22820062)
Deferred Tax (Liability)/ Asset 2406139 2772462 398698 60819
Profit (Loss) for the year 74620183 78903394 52619586 40271537

2) PERFORMANCE REVIEW

Your Company is primarily engaged in the business of providing all kind of consultancyservices related with infrastructure environment urban designing urban planninghousing GIS BIM& Project Management civil designing construction managementincluding civil mechanical electrical and all other types of erection commissioningprojects project trading and execution of projects on turnkey basis and carry outengineering procurement and construction contracts and turnkey contracts including atdesign services for all types of building infrastructure and urban development projectsfor private and government agencies. The Company also provides End to End Consultancyincluding Marketing and Strategic Advisory Services to its Clients in India and outsideIndia.

Your company has undergone massive structural change in itself during the period underreview. Your company was listed with the Emerge platform of National Stock Exchange ofIndia (NSE- SME Sector) with massive efforts hardwork & planning on 13th July 2018.

The Company is in the midst of expansion and your Directors are of a strong belief thatfuture plans of the Company will improve and will enhance the present position of growthrate of the Company.

3) SHARE CAPITAL OF THE COMPANY

As on 01st April 2018 the Authorised Share Capital of the Company was Rs.200000000/- (Rupees Twenty Crores only) divided into 20000000 (Two Crores) EquityShares of Rs. 10/- (Ten) each and the Paid-up Share Capital of the Company was Rs. 127705000/- (Rupees Twelve Crores Seventy Seven lakhs Five thousand only) divided into12770500 (One Crore Twenty Seven lakh seventy thousand five hundred only) Equity Sharesof Rs. 10/- (Ten) each.

However during the year under review the Company came up with an Initial Public Offerof 4572000 Equity Shares of Rs. 10/- each at the price of Rs. 41/- per Equity Share. Theissue was successfully subscribed by the public and entire share capital of the Companywas listed at the Emerge Platform of National Stock Exchange of India Limited therebyincreasing the Paid-up Share Capital of Company to Rs. 173425000(Rupees SeventeenCrores Thirty four lakhs Twenty five thousand only) divided into 17342500(One CroreSeventy three lakhs forty two thousand five hundred only) Equity Shares of Rs. 10/- (Ten)each.

There was no change in Authorised & Paid-up Capital of Company from the end offinancial year till date.

4) TRANSFER TO RESERVES

The Company has not transferred any amount to general reserves.

5) DIVIDEND

Your directors are pleased to recommend a dividend of Rs.0.50/- per share on thepaid-up capital of Company subject to approval of members in the ensuing 27th AnnualGeneral Meeting of company. The final dividend if approved will be paid to memberswithin the period as stipulated under Companies Act 2013.

6) FINANCE

Cash and Cash Equivalent as on 31st March 2019 was Rs.56262561/-. The Companycontinues to focus on judicious management of its working capital. Receivablesinventories and other working capital parameters were kept under strict check throughcontinuous monitoring.

7) LISTING OF EQUITY SHARES ON NSE (EMERGE) PLATFORM

During the year under review 17342500 Equity shares of your company were listed on theEmerge Platform of National Stock Exchange of India Limited. Listing and Trading Approvalwas granted to the Company vide Letter dated July 12 2019 to list and trade on EmergePlatform of National Stock Exchange of India Limited w.e.fJuly 13 2019.

8) REGISTRAR AND TRANSFER AGENT OF THE COMPANY

M/s Skyline Financial Services Private Limited having its office at D-153 A 1st FloorOkhla Industrial Area Phase - I New Delhi-110020 was appointed as Registrar and sharetransfer agent for the financial year 2018-19.

9) CHANGE IN THE NATURE OF BUSINESS & MATERIAL CHANGES BETWEEN THE END OF FINANCIALYEAR AND DATE OF THE BOARD REPORT

There were no change in the nature of business & material changes between the endof financial year and date of the board report.

10) DEPOSITS

During the year under review your Company has neither accepted any deposit nor therewere any amounts outstanding at the beginning of the year which were classified asDeposits as per the provisions of Section 73 of the Companies Act 2013 read with theCompanies (Acceptance of Deposits) Rules 2014.

Further there were no remaining unclaimed deposits as on 31st March 2019.

11) DETAILS OF SUBSIDIARY COMPANY/JOINT VENTURE COMPANY/ AND AUDITED FINANCIALSTATEMENTS OF THE COMPANY

A separate statement containing the salient features of financial statements of allsubsidiaries ofyour Company forms part of consolidated financial statements in compliancewith Section 129 and other applicable provisions if any of the Companies Act 2013.Company has One (01) Wholly owned Subsidiary Companies 01 (One) Foreign SubsidiaryCompany and 01 (One) Associate Company as on March 31 2019. Further the Report on theperformance and financial position of each the subsidiary associate and salient featuresof the financial statements in the prescribed form AOC-1 is annexed to this Report.

CIN/Regn. No. NAME OF COMPANIES RELATIONSHIP % of HOLDING
U72900DL2012PTC245563 RUDRABHISHEK INFOSYSTEM PRIVATE LIMITED WHOLLY OWNED SUBSIDIARY 100
201326975D RUDRABHISHEK SINGAPORE PTE LTD FOREIGN SUBSIDIARY 90
U90009DL2016PTC298598 REPLPKS INFRASTRUCTURE PVT LTD ASSOCIATE COMPANY 50
L74140DL1991PLC340407 IM+ CAPITALS LIMITED ASSOCIATE COMPANY OF RUDRABHISHEK INFOSYSTEM PRIVATE LIMITED (WHOLLY OWNED SUBSIDIARY OF COMPANY) 32.87
201207491H SHING DESIGN ATELIER PTE LTD ASSOCIATE OF RUDRABHISHEK SINGAPORE PTE LTD (SUBSIDIARY OF COMPANY) 33.25

12) ADEQUACY OF INTERNAL FINANCIAL CONTROL

Your Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. In this regard the Board has also adopted such policies andprocedures including Internal Control System for ensuring orderly and efficient conduct ofits business including adherence to the Company's policies safeguarding of its assetsprevention and detection of frauds and errors accuracy and completeness of the accountingrecords and the timely preparation of reliable financial disclosures. The Company'sbusiness processes have a strong monitoring and reporting process resulting in financialdiscipline and accountability.

13) COMPOSITION OF BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP) AND CHANGESAMONG THEM DURING THE YEAR UNDER REVIEW

Directors:

As on 31st March 2019 followings were on the Board of the Company:

S. No. Name of Director(s) DIN Designation
1. Mr. Pradeep Misra 01386739 Chairman & Managing Director
2. Ms. Richa Misra 00405282 Whole-time Director
3. Mr. Jamal Husain Ansari 06641874 Independent Director
4. Mr. Tarun jain 07940978 Independent Director
5. Mr. Himanshu Garg 08010105 Independent Director

There was no change in the directors of the Company during the year under review.

In accordance with the provisions of the Articles of Association and Section 152 of theCompanies Act 2013 Mrs. Richa Misra retires by rotation at the ensuing annual generalmeeting. She being eligible has offered herself for re-appointment as such and seeksre-appointment. The Board of Directors recommends her reappointment on the Board.

The relevant details as required under Regulation 36 (3) of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 ("SEBI Listing Regulations") ofthe person seeking re- appointment/ appointment as Director are also annexed to the Noticeconvening the annual general meeting.

There being no other change apart from mentioned above from the end of financial yearto the date of notice.

Key Managerial Personnel:

In accordance with Section 203 of the Companies Act 2013 the Company on its Boardhas following as KMP of the Company:

S. No. Name of Director(s) DIN/PAN Designation
1. Mr. Pradeep Misra 01386739 Chairman & Managing Director
2. Ms. Richa Misra 00405282 Whole-time Director
3. Mr. Manoj Kumar AKRPK7520N Chief Financial Officer (CFO)
4. Mr. Vikas Gupta AEUPV1261J Company Secretary & Compliance officer

There was no change in the KMPs of the Company during the year under review and fromthe end of financial year to the date of notice.

14) NUMBER OF MEETINGS OF THE BOARD

The Board meets at regular intervals to discuss and decide on Company business policiesand strategy apart from other Board business. However in case of a special and urgentbusiness need the Board's approval is taken by passing resolution through circulation aspermitted by law which are confirmed in the subsequent Board Meeting.

During the year under review Board met 08(Eight) times viz:

1 06/04/2018
2 11/05/2018
3 06/06/2018
4 07/06/2018
5 11/07/2018
6 31/08/2018
7 14/11/2018
8 14/02/2019

The gap between two consecutive meetings was not more than one hundred and twenty daysas provided in section 173 of the Act. The details of attendance of each Director at theBoard Meeting and Annual General Meeting are given below:

Name of Director Mr. Pradeep Misra Ms. Richa Misra Mr. Jamal Husain Ansari Mr. Himanshu Garg Mr. Tarun Jain
No. of Board Meeting eligible to attend 08 08 08 08 08
No. of Board Meeting attended 08 08 05 08 08
Presence at the previous AGM Yes Yes Yes Yes Yes

15) COMMITTEES OF THE BOARD

The Committees of our Board include the following committees constituted in accordancewith the Companies Act 2013:

(a) Audit Committee

The present composition of the Committee and number of meetings attended by the Membersduring the year are given below:

Name of the Director Category Designation Meetings held during FY 2018-19 Number of meetings attended
Mr. Tarun Jain Independent Chairman 5 5
Mr. Himanshu Garg Independent Member 5 5
Ms. Richa Misra Executive and Non-Independent Member 5 5

Mr. Vikas Gupta Company Secretary & Compliance officer of Company acted as theSecretary of the Committee.

Functions of Audit Committee:

1) Oversight of the listed entity's financial reporting process and the disclosure ofits financial information to ensure that the financial statement is correct sufficientand credible;

2) recommendation for appointment remuneration and terms of appointment of auditors ofthe listed entity and review & monitor the auditor's independence performance andeffectiveness of audit process;

3) reviewing with the management the half yearly & annual financial statements andauditor's report thereon before submission to the board for approval with particularreference to:

a) matters required to be included in the director's responsibility statement to beincluded in the board's report in terms of clause (c) of sub-section (3) of Section 134 ofthe Companies Act 2013;

b) changes if any in accounting policies and practices and reasons for the same;

c) major accounting entries involving estimates based on the exercise of judgment bymanagement & significant adjustments made in the financial statements arising out ofaudit findings and modified opinion(s) in the draft audit report;

d) compliance with listing and other legal requirements relating to financialstatements;

e) disclosure of any related party transactions & approval or any subsequentmodification of transactions of the listed entity with related parties;

4) reviewing with the management the statement of uses / application of funds raisedthrough an issue (public issue rights issue preferential issue etc.) the statement offunds utilized for purposes other than those stated in the offer document / prospectus /notice and the report submitted by the monitoring agency monitoring the utilisation ofproceeds of a public or rights issue and making appropriate recommendations to the boardto take up steps in this matter;

5) reviewing and monitoring the auditor's independence and performance andeffectiveness of audit process;

6) scrutiny of inter-corporate loans and investments and evaluation of risk managementsystems and valuation of undertakings or assets of the listed entity wherever necessary;

7) reviewing with the management performance of statutory and internal auditorsadequacy of the internal audit functions internal control systems if any including thestructure of the internal audit department staffing and seniority of the official headingthe department reporting structure coverage and frequency of internal audit;

8) discussion with internal auditors of any significant findings and follow up thereon;

9) reviewing the findings of any internal investigations by the internal auditors intomatters where there is suspected fraud or irregularity or a failure of internal controlsystems of a material nature and reporting the matter to the board;

10) discussion with statutory auditors before the audit commences about the nature andscope of audit as well as post-audit discussion to ascertain any area of concern;

11) to look into the reasons for substantial defaults in the payment to the depositorsdebenture holders shareholders (in case of non-payment of declared dividends) andcreditors;

12) to review the functioning of the whistle blower mechanism;

13) approval of appointment of chief financial officer after assessing thequalifications experience and background etc. of the candidate;

14) Carrying out any other function as is mentioned in the terms of reference of theaudit committee.

Powers of Committee:

The Audit Committee shall be authorised to investigate any matter in relation to aboveterm of reference and shall have power to:

1. To seek information from any employee.

2. To obtain outside legal or other professional advice.

3. To secure attendance of outsiders with relevant expertise if it considersnecessary.

(b) Nomination & Remuneration Committee

The present composition of the Committee and number of meetings attended by the Membersduring the year are given below:

Name of the Director Category Designation Meetings held during FY 2018-19/ tenure of members Number of meetings attended
Mr. Himanshu Garg Independent Chairman 4 4
Mr. Jamal Husain Ansari Independent Member 4 4
Mr. Tarun Jain Independent Member 4 4

Mr. Vikas Gupta Company Secretary & Compliance officer of

Company acted as the Secretary of the Committee.

Functions of Nomination & Remuneration Committee:

1. formulation of the criteria for determining qualifications positive attributes andindependence of a director and recommend to the board of directors a policy relating tothe remuneration of the directors key managerial personnel and other employees;

2. formulation of criteria for evaluation of performance of independent directors andthe board of directors;

3. devising a policy on diversity of board of directors;

4. identifying persons who are qualified to become directors and who may be appointedin senior management in accordance with the criteria laid down and recommend to the boardof directors their appointment and removal.

5. Whether to extend or continue the term of appointment of the independent directoron the basis of the report of performance evaluation of independent directors.

(c) Stakeholders Relationship Committee

The present composition of the Committee and number of meetings attended by the Membersduring the year are given below

Name of the Director Category Designation Meetings held during FY 2018-19/ tenure of members Number of meetings attended
Mr. Himanshu Garg Independent Chairman 4 4
Mr. Jamal Husain Ansari Independent Member 4 4
Ms. Richa Misra Executive and Non-Independent Member 4 4

Mr. Vikas Gupta Company Secretary & Compliance officer of Company acted as theSecretary of the Committee.

Functions of Stakeholders Relationship Committee:

1) Review the mechanism adopted for redressing the grievance of shareholders debentureholders and deposit holders and other security and the status of such redressal;

2) Review the status of the litigation(s) filed by/ against the security holders of theCompany;

3) Review the mechanism adopted to review monitor and report transactions relating tosecurities which may be suspicious from a money laundering perspective in accordance withthe KYC & AML Policy relating to securities of the Corporation; and

4) The Committee shall perform such other functions as may be required under therelevant provisions of the Companies Act 2013 the Rules made there under and ListingRegulations.

5) To oversee the performance of the Registrar and Transfer Agents and recommendmeasures for overall improvement in the quality of investors services.

(d) IPO Committee

The Board of Directors of the Company had constituted IPO Committee in their BoardMeeting held on November 29 2017 upto the date of listing of Company with the NSE EmergePlatform. The composition of the Committee was as:

Name of the Director Category Designation
Mr. Tarun jain Independent Chairman
Mr. Himanshu Garg Independent Member
Mr. Pradeep Misra Executive and NonIndependent Member

However the said committee was dissolved upon the listing of the Company with the NSEEmerge Platform i.e. July 132018.

(e) Corporate Social Responsibility (CSR) Committee

In compliance with the requirement of the provisions of Section 135 of Companies Act2013 and rules made thereunder the Company has constituted Corporate SocialResponsibility (CSR) Committee. Further the policy on CSR was approved by CSR Committeeand subsequently by Board of directors.

As on 31st March 2019 the CSR Committee consists of following:

S. No. Name of Member(s) Designation
1. Mr. Pradeep Misra Chairman
2. Ms. Richa Misra Member
3. Mr. Jamal Husain Ansari Member

The role of CSR Committee includes formulating and recommending to the Board the CSRPolicy and activities to be undertaken by the Company recommending the amount ofexpenditure to be incurred on CSR activities of the Company reviewing the performance ofCompany in the area of CSR.

16) EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 isannexed herewith as Annexure- A and is placed on the website of company(www.repl.global).

17) REMUNERATION OF DIRECTOR

The details of remuneration paid during the financial year 2018-19 to ExecutiveDirectors of the Company is provided in Form MGT-9 which is the part of this report.

18) AUDITORS

A. STATUTORY AUDITORS

After conducting a detailed evaluation and based on the recommendation of AuditCommittee the Board approved the proposal for appointment of M/s Sanjeev Neeru &Associates Chartered Accountants (Firm Registration No. - 0113350N) as Statutoryauditors of the Company for F.Y 2019-20 on such terms and conditions and remuneration asmay be decided by the Audit Committee. However the appointment of M/s Sanjeev Neeru &Associates Chartered Accountants as Statutory Auditors of company was approved bymembers of the company at the 24th Annual General Meeting of Company upto the conclusionof 28th Annual General Meeting of Company.

Further the requirement of seeking ratification of appointment of statutory auditorsby members at every Annual General Meeting has been done away with vide Companies(Amendment) Act 2018 notified wef May 7 2018 issued by Ministry of Corporate Affairs.

B. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s Pradeep Debnath & Company a firm of Company Secretaries in Practice toconduct Secretarial Audit of the Company.

The Report of the Secretarial Audit in Form MR-3 for the financial year ended March312019 is enclosed as Annexure- B to this Report.

EXPLANATION OR COMMENTS ON QUALIFICATION RESERVATIONS OR ADVERSE REMARKS IN STATUTORYAUDITORS REPORT AND SECRETARIAL AUDIT REPORT

As per Regulation 13(3) of SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 every listed entity is required to file with the recognised stockexchange(s) on a quarterly basis within twenty one days from the end of each quarter astatement giving the number of investor complaints pending at the beginning of thequarter those received during the quarter & disposed of during the quarter and thoseremaining unresolved at the end of the quarter.

However Company has delayed in complying with the said Regulation for the quarterended 31st December 2018 by 17 days due to technical error. Further the Company has madegood the default & has duly paid penalty/fine for delayed compliance of the saidregulation.

Apart from the delayed compliance of Regulation 13(3) of SEBI (Listing Obligations& Disclosure Requirements) Regulations 2015 Statutory Auditors Report isself-explanatory and no comment reservation or adverse remark or disclaimer is given byStatutory Auditors or Secretarial Auditorof the Company.

C. INTERNAL AUDITORS

In accordance with the provisions of Section 138 of the Companies Act 2013 and Rulesframed thereunder your Company has appointed M/s. Doogar & Associates CharteredAccountants as the Internal Auditors of the Company for Financial year 2018-19 and takestheir suggestions and recommendations to improve and strengthen the internal controlsystems.

19) COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with all the applicable Secretarial Standards in the FinancialYear 2018-19.

20) DISCLOSURE OF FRAUDS AGAINST THE COMPANY

In terms of the provisions of section 134(3)(ca) of the Companies Act 2013 there wereno fraud committed against the Company which are reportable frauds under Section 141 ofCompanies Act 2013 given by the Auditors to the Central Government as well asnon-reportable frauds during the year 2018-19.

21) CORPORATE GOVERNANCE REPORT MANAGEMENT DISCUSSION & ANALYSIS AND OTHERINFORMATION REQUIRED UNDER THE COMPANIES ACT 2013 AND SEBI (LISTING OBLIGATIONS ANDDISCLOSURE REQUIREMENTS) REGULATIONS 2016

As per Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 relating to Corporate Governance is not applicable to the Company listedon the SME platform (NSE-emerge) of NSE. Hence the Company is not required to discloseinformation as covered under Para (C) (D) and (E) of Schedule V of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

As per Para (F) of Schedule V of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Company do not have and is not required to have the demat suspenseaccount neither unclaimed suspense account

HoweverManagement Discussion and Analysis Report as required under Regulation 34 ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 (Regulations) is attached and form part of the Annual Report.

22) DECLARATION BY INDEPENDENT DIRECTORS

In terms of Section 149 of the Companies Act 2013 and rules made there under theCompany has three Independent Directors in line with the Companies Act 2013. The termsand conditions of appointment of Independent Directors and Code for Independent Directorare incorporated on the website of the Company at www.repl.global. The Company hasreceived necessary declaration from each independent director under Section 149 (7) of theCompanies Act 2013 that they meet the criteria of independence laid down in Section 149(6) of the Companies Act 2013.

23) BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 read with the Rules issuedthereunder and the Listing Regulations (including any statutory modification(s) orre-enactment(s) for the time being in force) the process for evaluation of the annualperformance of the Directors/Board/ Committees was carried out and the same was based onquestionnaire and feedback from all the Directors on the Board as a whole Committees andon self-evaluation basis.

Directors who were designated held separate discussions with each of the Directors ofthe Company and obtained their feedback on overall Board effectiveness as well as each ofthe other Directors.

Based on the questionnaire and feedback the performance of every director wasevaluated in the meeting of the Nomination and Remuneration Committee (NRC).

A separate meeting of the Independent directors ("Annual Independent Directorsmeeting") was convened which reviewed the performance of the Board (as a whole) theNon-Independent directors and the Chairman. After convening the Annual Independentdirector meeting the collective feedback of each of the Independent Directors wasdiscussed by the Chairman of the NRC with the Board's Chairman covering performance of theBoard as a whole; performance of the non-independent directors and performance of theBoard Chairman.

24) NOMINATION AND REMUNERATION POLICY

The Board has on the recommendation of the Nomination & Remuneration Committeeformulated criteria for Determining Qualifications Positive Attributes and Independenceof Directors and also Policy for remuneration of Directors Key managerial Personnel andsenior management. The details of criteria laid down and the Remuneration Policy isavailable on the company's website at http://www.repl.global/investor-zone/policies/.

25) RISK MANAGEMENT POLICY

The Company has laid down the procedures to inform Board Members about risk assessmentand minimization procedures. The Board of Directors of the Company has also framed riskmanagement policy which is adopted across all the departments of the Company in aninclusive manner.

The aim of this policy is to manage the risks involved in the Company activities tomaximize opportunities and minimize adversity by considering the following:-

• Identification of risk define ownership with clearly defined roles andresponsibilities;

• Balance between the cost of managing risk and the anticipated benefits;

• Contributing to more efficient use/allocation of capital and resources;

• To encourage and promote an pro-active approach towards risk management;

• Identifying any unmitigated risks and formulating action plans for its treatmentthrough regular review.

26) PARTICULARS OF LOANS GIVEN INVESTMENTS MADE & GUARANTEES GIVEN

Complete details of loan(s) given investment(s) made & Guarantees given along withthe purpose are provided in the financial statement.

27) RELATED PARTY TRANSACTIONS

Your Company has historically adopted the practice of undertaking related partytransactions only in the ordinary and normal course of business and at arm's length aspart of its philosophy of adhering to highest ethical standards transparency andaccountability. In line with the provisions of the Companies Act 2013 and the ListingRegulations the Board has approved a policy on related party transactions. Policy onrelated party transactions has been placed on the Company's website (http://www.repl.global/investor-zone/policies/).

The particulars of contracts or arrangements with related parties referred to inSection 188(1) and applicable rules of the Companies Act 2013 in Form AOC-2 isprovided as Annexure C to this Report.

28) TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).

29) INSIDER TRADING REGULATIONS

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations 1992read with SEBI (Prohibition of Insider Trading) Regulations 2015 as amended from time totime the code of conduct for prevention of insider trading and the Code for CorporateDisclosures ("Code") as approved by the Board from time to time are in forceby the Company.

30) SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS COURTS OR TRIBUNALS

During the period under review there were no significant and material orders passed bythe Regulators Courts or Tribunals impacting the going concern status and Company'soperations in future.

However Company has delayed in complying with Regulation 13(3) of SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 for the quarter ended 31stDecember 2018 by 17 days due to technical error. Further the Company has made good thedefault & has duly paid penalty/fine for delayed compliance of the said regulationwith National Stock Exchange (NSE).

Apart from the delayed compliance of above mentioned Regulation no strictures orpenalties have been imposed on the Company by any statutory authority/ies during theperiod under review.

31) 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 statements in terms ofSection 134(3)(c) of the Companies Act 2013:

a) that in the preparation of the annual accounts the applicable accounting standardshave been followed and that no material departure were made for the same;

b) that 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 of the Company for the period ended on March 312019;

c) that Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d) that the annual financial statements have been prepared on a going concern basis;and

e) that proper system has been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

32) COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FORDETERMINING QUALIFICATIONS POSITIVE ATTRIBUTES INDEPENDENCE OF A DIRECTOR AND OTHERMATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION 178 OF THE COMPANIES ACT 2013

The Company upon recommendation of Nomination & Remuneration Committee has framed apolicy for selection and appointment of Directors including determining qualifications andindependence of a Director Key Managerial Personnel Senior Management Personnel andtheir remuneration as part of its charter and other matters provided under Section 178(3)of the Companies Act 2013. The policy covering these requirements available on website ofthe company under the heading investor zone at www. repl.global.

Further information about elements of remuneration package of individual directors isprovided in the extract of Annual Return in Form MGT-9 enclosed as Annexure to thisReport.

33) CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION ADOPTION AND INNOVATION FOREIGNEXCHANGE EARNING AND OUTGO

In view of the nature of activities being carried out by the Company the disclosureconcerning energy conservation measures technology absorption and Research &Development efforts are not applicable to the Company.

Further during the year under review Company has no Foreign exchange earnings andoutgo.

34) HUMAN RESOURCES DEVELOPMENT AND INDUSTRIAL RELATIONS

The Company believes that the development of employees is one of the most importantenablers for an organization. This is being done at both individual and team levels.Sustained development of its employees both professional and personal is the hallmark ofhuman resource policies. The Company value its Human Resources and is committed to ensureemployee satisfaction development and growth.

The Company is working towards developing a culture of nurturing leaders encouragingcreativity and openness. Cordial industrial relations and improvements in productivitywere maintained at all of the Company's Offices during the year under review.

35) PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act and the Rule 5(1) of Companies(Appointment and Remuneration) Rules 2014 in respect of employees of the Company.

a. The ratio of the remuneration of each director to the median remuneration of theemployees of the company for the financial year 2018-19:

Sr. No. Name of Director Designation Ratio to Median Remuneration
1. Mr. Pradeep Misra Chairman & Managing Director 1:11
2. Mrs. Richa Misra Whole-time Director 1:8.5
3. Mr. Jamal Husain Ansari Independent Director NA
4. Mr. Himanshu Garg Independent Director NA
5. Mr. Tarun Jain Independent Director NA

*Median Salary (Annual) of employees for the Financial Year 201819 is Rs. 421637/-.

b. The percentage increase in remuneration of each Director Chief Executive OfficerChief Financial Officer Company Secretary or Manager if any in the financial year2018-19:

Sr. No. Name of Director Designation % Increase in remuneration
1. Mr. Pradeep Misra Chairman & Managing Director Nil
2. Mrs. Richa Misra Whole-time Director Nil
3. Mr. Jamal Husain Ansari Independent Director Nil
4. Mr. Himanshu Garg Independent Director Nil
5. Mr. Tarun Jain Independent Director Nil
6. Mr. Vikas Gupta Company Secretary& Compliance Officer 10%
7. Mr. Manoj Kumar Chief Financial Officer 3.4%

c. The percentage increase/decrease in the median remuneration of employees in thefinancial year 2018-19 is 15 %.

d. The number of permanent employees on the rolls of company as on 31st March 2019 are187.

e. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration.

The average increase in salaries of employees other than managerial personnel in2018-19 is 8.6% Further there is no exceptional increase in managerial remuneration.

f. The Company hereby affirms that the remuneration is as per the remuneration policyof the Company

The Company's remuneration policy is driven by the success and performance of theindividual employees and the Company. Through its compensation package the Companyendeavors to attract retain develop and motivate a high performance staff. The Companyfollows a compensation mix of fixed pay benefits and performance based variable pay.Individual performance pay is determined by business performance and the performance ofthe individuals measured through the annual appraisal process. The Company affirmsremuneration is as per the remuneration policy of the Company.

The information required under Section 197 of the Act and the Rule 5(2) of Companies(Appointment and Remuneration) Rules2014 in respect of employees of the Company is asfollows:-

A. Detail of Top ten employees in terms of remuneration drawn during F.Y 2018-19 areas:

S. No Name of Employee Date of Joining Gross Remuneration (in Rs.) Qualification Age (in years) Experience (in years) Last Employment Designation
1 Harish Kumar Sharma 19-Oct-16 4841412 B.Tech + MS(SCIENCE) +MBA 15-Jun- 70 25 Years 5 Months PL Engineering Ltd. Chief Business Development Officer
2 Zulquer Nain 01-Apr-07 3078048 B.tech (Civil) and M.Tech-Water Resources: Utilisation & Environmental Management 12-Sep- 80 15 Years 1 Months Feedback Venture GM-Engg
3 Prabhakar Kumar 13-Jul-15 2542037 BA (Geography) + MA (Geography) + M.Plan (Regional) 25-Nov- 78 10 Years 11 Months ICT Pvt Ltd GM-Planning
4 Saibal Kumar Roy 01-Sep-11 2385539 Bachelor of Engineering 13-Jul-56 32 Years 1 Months Rohtas Project Ltd Sr Vice President- Engg
5 Manish Jain 10-Oct-11 2154524 B.Arch 08-Sep- 75 17 Years 5 Months Arcop Associates GM- Architecture
6 Abhinav Niranjan 02-Nov-15 2134572 PGD-Management 01-Mar- 77 17 Years 4 Months Unicon financial Intermediaries Pvt. Ltd. GM-Mkt & Comm.
7 Shyam Narayan Tripathi 22-Jan-14 2089268 B.Tech - Electrical Engineering 22-Apr- 71 24 Years 0 Months Country Colonizer Pvt. Ltd. GM-Services
8 Bishwa Mohan Thakur 05-Aug-13 2009782 B.E(Civil) 30-Aug- 70 22 Years 8 Months Country Colonisers Pvt Ltd. DGM-Project
9 Sandeep Sharma 05-Aug-13 1987852 B.Tech (Civil) + PG-NICMAR 21-Aug- 81 14 Years 8 Months Omaxe Ltd DGM-Projects
10. Alok Sati 02/Feb/2017 1732420 MCA 20/Jul/81 13 Years 6 Months ICRA Management Consulting Services Ltd. Assistant General Manager-IT

 

B. Employee in the Company in receipt of remuneration for that year which in the aggregate was not less than one crore and two lakh rupees NIL
C. Employees in the Company who employed throughout the financial year or part thereof was in receipt of remuneration for any part of that year at a rate which in the aggregate was not less than Eight lakh and fifty thousand rupees per month NIL
D. Employee in the Company who employed throughout the financial year or part thereof was in receipt of remuneration in that year which in the aggregate or the case may be at a rate in aggregate or as the case may bein excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children not less than two percent of the equity shares of the company. NIL

36) DISCLOSURE REQUIREMENTS

• As per the Provisions of the SEBI (LODR) Regulation 2015 entered into with thestock exchanges management discussion and analysis are attached which form part of thisreport. However your Company is listed on Emerge SME platform of National Stock Exchangeby virtue of Regulation 15 of SEBI (Listing Obligation & Disclosure Requirements)Regulation 2015 the compliance with the Corporate Governance provisions as specified inRegulation 17 to 27 and clause (b) to (i) of sub-regulation (2) of regulation 46 and paraC D and E of Schedule V are not applicable to the Company. Hence Corporate GovernanceReport does not form part of this Board Report.

• Details of the familiarization programme of the independent directors areavailable on the website of the Company at http://www.repl.global/investor-zone/policies/.

• The Company has formulated and published a Whistle Blower Policy to provideVigil Mechanism for employees including directors of the Company to report genuineconcerns. The provisions of this policy are in line with the provisions of the Section177(9) of the Act; the whistle blowing Policy is available on the company's website at http://www.repl.global/investor-zone/policies/.

37) DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof Sexual Harassment ofWomen at the Workplace (Prevention Prohibition & Redressal)Act 2013. Internal Complaints Committee (ICC) has been set up to redress complaintsreceived regarding sexual harassment. All employees (permanent contractual temporarytrainees) are covered under this policy. However no complaint was received during theyear under review.

38) ACKNOWLEDGEMENT

Your Directors wishes to place on record its thanks and gratitude to the shareholdersdealers customers Central and State Government Departments Organizations Agencies andother business partners for their continued trust and co-operation extended by them. YourDirectors further takes this opportunity to express its sincere appreciation for all theefforts put in by the employees of the Company at all levels in achieving the results andhope that they would continue their sincere and dedicated endeavor towards attainment ofbetter working results during the current year.

For and on behalf of the Board
RUDRABHISHEK ENTERPRISESLIMITED
Pradeep Misra
(Chairman & Managing Director)
DIN: 01386739
Address: Sadhika Farm Mall Road
Behind Sec-D III Vasant Kunj
Park Lane New Delhi -110070
Place: New Delhi
Date: 13.08.2019