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INDEX
S. No. CONTENTS PAGE NO.
MANAGEMENT REPORT 1 Management Speech 1 2 Financial Highlights 6 3 Corporate Information 7 4 Director’s Report 9 5 Management Discussion & Analysis Report 41 6 Report on Corporate Governance 43 FINANCIALS 7 Independent Auditor’s Report 54 8 Balance Sheet 59 9 Statement of Profit & Loss Account 60 10 Cash Flow Statement 61 11 Notes to the Financial Statement 62
The Ministry of Corporate Affairs has taken a “Green Initiative in the Corporate Governance“ by allowing
paperless compliances by the companies and has issued circulars stating that service of notice/ documents
including Annual Reports can be sent by e-mail to its members. To support this green initiative of the
Government in full measure, members who have not registered their e-mail addresses, so far, are requested
to register their e-mail address, in respect of electronic holdings with the Depository through their concerned
Depository Participants.
23rd ANNUAL GENERAL MEETING Friday, 28th September, 2018
Venue: Hotel Holiday Inn, Mayur Vihar, New Delhi- 110091
1
FROM THE DESK OF THE CHAIRMAN
Mr. Sain Ditta Baveja Chairman and Managing Director
LADIES AND GENTLEMEN
It gives me an immense pleasure to provide an insight into
the history of Ridings Consulting Engineers India Limited
and how we came into existence. It all started after
completing a long (38.5 years), eventful and meritorious
career in a reputed and one of the oldest Government
organization i.e. Survey Of India (SOI) where I got exposure
to latest Mapping Techniques through various assignments
in India, Nepal (under Colombo Plan), Africa (under
SCAAP), on a world bank Project in Malawi and through
various specialized courses in India and abroad including a
Post Graduate Level Course in Imperial College of Science
& Technology, London U.K and as database specialist in
USA. All these experiences led to my appointment as
coordinator SOI computerization project culminating in
adoption of GIS mapping and Digital technology in India
through setting up of two Digital mapping Centers (DMC)
one at Dehradun and the other one at Hyderabad and setting
up of UNDP aided Modern Cartographic Center (MCC) at
Dehradun through my involvement first as coordinator and
then as National Project Director. I superannuated as
National Project Director (DMC & MCC) from Survey of
India, Ministry Of Science And Technology in Feb 1994 and
during this period (1991-92) was selected and worked as an
UN consultant in UGANDA for 6 weeks or so.
Within two week of my superannuation, I joined as Senior
VP Ridings consulting engineers UK and was involved in
producing digital output of Eicher City map of Delhi with
IDEA Company in addition to doing International Business
Development for IDEA in the Middle East and USA. After a
year, as part of Ridings team, I joined VAI (Voest-Alpine
Industrieanlagenbau) as Advisor GIS and systems along
with Mr. Don Goodwin, Director Ridings UK and helped them
in setting up their design office in Delhi. It was while working
with VAI that I found lack of knowledge in digital field at
ground level in Indian companies and noticed a huge
requirement of trained manpower in this domain in our
country. An idea therefore came to my mind to generate
suitable employment by forming an Indian company and do
the skill development by sharing my knowledge. It was with
this background that I founded Ridings Consulting
Engineers India Private limited in 1995 with a view to
promote Digital technology knowhow and generate skilled
manpower to meet the growing demand for providing
qualitative digital geospatial services, in India and abroad.
Gentlemen Ridings has come a long way since its inception
to reach the present level of a public limited company with
profitable and qualitative sustainability throughout, for over
two decades, and has been catering to the growing and ever
evolving needs with the motto “Global thinking and universal
outlook” using state of the art GIS mapping technologies
covering GIS and Digital mapping domain of Geospatial
Services.
In brief the journey of Ridings can be divided into three
phases:-
Phase I: Knowledge Sharing & Trend Setting Projects
In phase1 of its existence Ridings was engaged in Trend
setting projects, as part of its knowledge and experience
sharing highlights of some of projects are described below:-
2
1. First electrical Consumer Indexing GIS Project was
carried out for NCPL in Greater Noida with Infotech
technologies. Subsequently we carried out two big
similar projects in Jodhpur Rajasthan with TCS and
with CMC in Agra UP. This brought in accountability
& revenue increase to Discoms.
2. Ridings carried out trend setting Water Utility
project in Washington DC for Fair Fax County,
together with a US company, as a first utility project,
to bring in consistency.
3. Ridings successfully completed the survey work for
WAPCOS at Tala Hydro Electric Project, Bhutan
which turned out to be a trend setting project, with
over 20 km of tunnels.
4. We were engaged in a major project to carry out 1:
1000 scale urban mapping for Bharti Airtel for major
cities i.e. Patiala, Ludhiana, Delhi, Chennai and
Bengaluru for O F C cable laying out and planning
telecom connections.
5. We carried out GIS project, as one of the major
partner with Reliance, for Info com throughout
India, involving satellite based digitization as per
their Data Base Model.
6. We also carried out a major Property survey project
in Kanpur with a Netherlands based agency which
again was a trend setter in bringing proper
accounting and location of each property in the
region and proved a turning point, for others to
follow, for enhancing their revenue.
7. Digitization project carried out with Siemens in
Madhya Pradesh for forest mapping GIS project.
8. We were selected by Mott Macdonald and carried
out a major cadastral mapping project in Madhya
Pradesh near Jhansi for canal water planning.
Phase- II Diversification & Spreading of Wings
We did diversify and with gained experience in cadastral
mapping we carried out canal alignment topographical
survey and GIS mapping for canal design which was also
completed, in spite of many difficulties.
I may point out that we took up a prestigious project in MP
for property & Slum surveys in 6 ULBs of MP and we were
the only company which completed the project. This was
again an evolving Project and most of the work involved use
of satellite imagery for base map to cater for on the ground
property survey, slum survey and finally transfer of
technology to six ULBs
After about 10 years of our existence we got a chance
through an international bid in Bahrain for geophysical
surveys for Moharraq Island which we got through Global
competition. On award of this project, with Microcenter as
our local partner we successfully completed the project in
about two years and first time adopted the new green non-
destructive GPR Technology. It was during this period that
we could envisage the future application of this technology
in India and Middle East for coming decades as there were
no accurate underground utility mapping available in India &
SE Asia as well.
Due to mushrooming of telecom companies and improved
version of smart telephones, we were engaged first by
Navteq and then by TOM TOM to provide Survey Content
for Navigation and location which we have been providing
not only for India but for Nepal, Sri Lanka and Middle East
countries as well. This is a continuous job and is still
continuing with us as part of their maintenance.
Phase- III Start of a New Era
A new era in the life of Ridings, started in August 2012 when
my son Praveen Kumar Baveja joined the company as its
CEO and started working with an international experience &
IIT background. Under his leadership the company:
1. Conducted GPR survey in different towns and
became No. 1 Company for this green technology
3
for OFC route alignment survey for Reliance JIO
for 4G using GPR and further purchased 8 GPRs
from USA and 2 from Russia.
2. There was a further Impetus to our work after the
launch of AMRUT and Smart City projects and we
are getting continuously engaged on these
projects in various states with different clients.
3. From 2013 to present day, we have also carried
out a number of projects in Oman, Saudi, UAE and
Bahrain successfully for GPR and Topographical
Survey.
4. We have inducted three independent directors on
the Board of the Company to widen the horizon of
the Board and bring some extra accountability on
its Board.
5. We have got in partnership as a consortium
member a continuous project in Maharashtra for
GPR survey covering various ULBs in the state
ensuring us 15 crores work in the coming 5 years.
6. 2017 has proved for us to be an eventful year in
the life of Ridings in view of the followings.-
- We decided to go Public and did accomplish it in March,
2018.
- We got big orders in Abu Dhabi and Maharashtra for 2
& 5 years respectively.
- Quite a few orders are in the pipeline and likely to
materialize in 2018 in India
Pari passu with above, I got World Bank consultancy for
NHAI to recommend them latest technology etc. My report
was accepted and finally LiDAR Technology has been
adopted in India which also enabled us to do a Static LiDAR
project for a reputed company in Saudi.
I am sure with projects in hand, an experienced board of Directors, with M. Tech IITian as CEO and multinational experienced CFO, Ridings is going to grow by leaps & bounds and I wish all of you a great successful year i.e. 2018-2019.
4
5
FROM THE DESK OF CEO My Fellow Members, It is my pleasure to address you all this year to present your Company’s Annual Report for the Financial Year 2017-18 and the
performance milestones. It is satisfying to report that we have achieved a decent performance at a time when domestic industry is going through a transformation which presented with challenges and opportunities alike. I would like to begin with congratulating you all as your company completes 23 successful years in the Geospatial Industry. This Financial year was another successful year in the life of Ridings. This year, your company came up with an Initial Public Offer (IPO) and obtained great response from investors and issue was oversubscribed by 1.26 times. Your Company got listed on SME platform of BSE on 26th March, 2018. At Ridings, our relentless pursuit to lay a robust foundation for a promising tomorrow has helped us achieve this deed. The pillars of our strong foundation included technological advancements, geographical expansion, optimally scalable operations and strong customer relationship. The aim is to recognize our accomplishments during the
Financial Year 2017-18 and to share with you our outlook
and plans for the future. I am gratified with the continued
growth of market share in the arena of SMART CITY &
AMRUT city project. I am more excited about the pace and
scale of execution that our Company is undertaking to fulfill
our unwavering aim of creating long-term shareholder value.
In a state of flux in the economies across the world, we
maintained capability to demonstrate a strong performance
on the strength of our in-house innovation and engineering
capabilities with constant cost discipline.
We closed the financial year 2017-18 on strong note with
revenue and profit almost in line with our estimates. I am
happy to inform that during this Year, the company made net
profit of Rs. 1.23 Crore and last year net profit was Rs. 1.01
Crore. This Year turnover of our company is Rs.18.8 Crore
and last year turnover was 16.9 Crore; EBIDTA of your
Company is Rs. 380.40 Lakh during the year.
India’s Geospatial Industry is highly diverse and with the
emphasis on SMART CITIES, AMRUT CITIES and
Infrastructure development in general the allocation of funds
in Union Budget is 41000 Cr. Out of this 21000 Cr for urban
development of Smart cities and AMRUT cities, by rough
estimate 5% of this is only for surveys, that is Underground
Survey (By GPR-ground penetrating Radar). Topographical
surveys and GIS (Geographical Information System). At
present, the major growth drivers for Geospatial market in
India is the thrust provided by the central and state
governments for developing a robust physical infrastructure,
effective governance delivery including e-governance and
digital economy initiatives, integrated programs on urban
and rural development initiatives such as smart cities,
RURBAN clusters etc. These initiatives have provided a
significant momentum for enhanced adoption of geospatial
technologies.
The industry directly employs around half million persons
and provides indirect employment to another one million
people. The industry can be broadly classified into three
sectors which are Overhead survey, Underground survey
and GIS. Your Company is addressing to a market where
the demand for the technology and data continues to
expand. And to cater to the same the Company aims to
further enhance its in-house capabilities.
I would like to thank our wonderful team for their sincere
efforts, consistently, to help us achieve the earmarked
growth targets. We believe that our team is the driving force
behind our success story and our pursuit of excellence
across functions and departments. We have been investing
in our human capital to inculcate and improve leadership
qualities for individuals as well as organizational growth.
In the year ahead, the business environment will continue to
remain challenging and competitive intensity is likely to
remain high. With our purpose driven products, passionate
employees and your continued support, I am confident that
we will continue to deliver growth that is consistent,
competitive, profitable and responsible. I express my
gratitude to all the stakeholders for their continued trust in
our long-term growth story. I look forward to your continuous
support to scale new heights of success in future as well.
Thank You, Praveen Kumar Baveja CEO & Whole Time Director
6
FINANCIAL HIGHLIGHTS
7
CORPORATE INFORMATION
Our Board of Directors and KMP Mr. Sain Ditta Baveja (Chairman & Managing Director) Mr. Praveen Kumar Baveja (Whole Time Director & Chief Operating Officer) Mrs. Bharti Sinha (Non-Executive Independent Director) Mr. Raj Kumar (Non-Executive Independent Director) Mr. Rajeev Lal (Non-Executive Independent Director) Mr. Sudhir Kumar Baveja (Chief Financial Officer) Mr. Abhishek Bhargav (Company Secretary & Compliance Officer) STATUTORY AUDITORS NKSC & Co., Chartered Accountants 208, Vats Market, Pitampura, Delhi-110034 info@valuesquare.co.in SECRETARIAL AUDITOR Jasleen Kaur & Associates Company Secretaries 5C/22, New Rohtak Road, Karol Bagh, New Delhi- 110005
REGISTRAR AND SHARE TRANSFER AGENT Skyline Financial Services Private Limited D-153A, 1st Floor, Okhla Industrial Area, Phase-I, New Delhi – 110020 STOCK EXCHANGE BSE Limited (SME Platform) INTERNAL AUDITORS R S Poddar & Associates, Chartered Accountants G-57, Devika Tower, Chander Nagar, Ghaziabad- 201011 BANKERS Standard Chartered Bank REGISTERED OFFICE F-24, 1st Floor, Pankaj Grand Plaza, Mayur Vihar – I, Delhi – 110091 CORPORATE OFFICE Premises no. 429-430, Block II, Second Floor, Ganga Shopping Complex, Sector 29, NOIDA 201303 OTHER DETAILS CIN: L74899DL1995PLC075005 Email: info@ridingsindia.com Website: www.ridingsindia.com Contact No.: 011- 2275 5585, 0120- 4694500
8
9
DIRECTORS’ REPORT
To
The Shareholders,
Your Directors have pleasure in presenting the Twenty Third Annual Report of the Company on the business and operations of
the Company together with the Audited Financial Statements for the financial year ended 31st March 2018.
1. Financial Performance and Highlights
Particulars March 31, 2018 March 31, 2017
Revenue from Operations (Gross) 187,792,757 168,812,808 Other Income 237,454 201,112
Total Revenue 188,030,211 169,013,920
Profit before Depreciation, Interest and Tax Expenses 38,046,385 29,663,520
Less: Finance Cost 12,152,225 9,040,231
Profit before Depreciation and Tax Expenses 25,894,160 20,623,289
Less: Provision for Depreciation 8,561,253 5,276,336
Net Profit before Tax 17,332,907 15,346,953
Less: Current Tax 6,139,073 5,400,507
Less: Deferred Tax 1,203,242 249,679 Net Profit after Tax 12,397,076 10,196,125
2. Brief description of the Company’s working
during the year/ State of Company’s affair
Your Company offers an experience of more than
two decades with state of the art geospatial
technology/solutions. Your Company focuses on
providing a high quality end-user experience,
while streamlining the underlying workflows and
improving efficiency. During the year the
Company was able to secure some of the most
illustrative projects which shall fuel the Company’s
future ambitions in the right manner.
3. Dividend
To conserve the resources of the Company for its
future growth, the Board of Directors of the
Company have decided to plough back the profit
into business, and as such no dividend is
recommended for the Financial Year 2017-18.
4. Transfer to Reserves and Surplus
Your Directors do not propose to transfer any
amount to the Reserves and transferred profit of
Rs. 12,397,076/- from profit and loss account to
surplus.
5. Share capital and Unclaimed Shares
During the year under review, your Company’s
Authorized Capital increased from Rs.
2,00,00,000/- (Rupees Two Crores only) to Rs.
4,00,00,000/- and then to Rs. 15,00,00,000
(Rupees Fifteen Crores only) in the duly convened
EGM held on 28/08/2017 and 14/11/2017
respectively. Your Company has allotted 6800000
fully paid up Bonus shares of face value of Rs. 10/-
each on November 14, 2017 to the shareholders
of the Company in proportion of 17:5. In the last
quarter of the year, the Company came with its
Initial Public Offer on BSE SME exchange of
3640000 shares which was fully subscribed.
6. Directors and Key Managerial Personnel
In accordance with the provisions of section 149,
152 & Article 105 to 110 of Articles of Association
of the Company and other applicable provisions of
the Companies Act, 2013, one third of the Board
of Directors are liable to retire by rotation, shall
retire every year and, if eligible, offer themselves
for re-appointment at every Annual General
Meeting. Consequently, Mr. Praveen Kumar
Baveja, Director of the Company is liable to retire
by rotation in the forthcoming Annual General
Meeting and being eligible, offers himself for re-
appointment. The Board recommends his re-
appointment for the consideration of members of
the Company at the ensuing Annual General
Meeting. The details of Directors being
10
recommended for re-appointment as required
under the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 are
contained in the accompanying Notice convening
the ensuing Annual General Meeting of the
Company. Appropriate Resolution(s) seeking your
approval to the reappointment of Directors are
also included in the Notice.
During the year under review, the following were
the changes in the Board of Directors and KMP of
the Company:
1. Mr. Sudhir Kumar Baveja resigned from
the post of directorship with effect from
July 24, 2017.
2. Ms. Bharti Sinha was appointed as Non-
Executive Independent Director on the
Board of the Company with effect from
November 14, 2017.
3. Mr. Sudhir Kumar Baveja was appointed
on the post of Chief Financial Officer
with effect from December 20, 2017 and
Mr. Abhishek Bhargav was appointed
on the post of Company Secretary with
effect from December 20, 2017.
4. Mr. Raj Kumar and Mr. Rajeev Lal were
appointed on the Board of Directors of
the Company as Non-Executive
Independent Directors of the Company
with effect from December 26, 2017.
The following are the Key Managerial Personnel of the
Company for the Financial Year 2017-18:
S.
No.
Name Designation
1 Sain Ditta Baveja Chairman and
Managing Director
2 Praveen Kumar
Baveja
Whole Time Director
& CEO
3 Sudhir Kumar
Baveja
CFO
4 Abhishek Bhargav CS
7. Number of meetings of the Board
The Board of the Company has met 16 (Sixteen)
times and the details of the number of meetings of
the Board held during the financial year 2017-18
forms part of the Corporate Governance Report.
The intervening gap between the meetings was
within the period prescribed under the Companies
Act, 2013.
Pursuant to the requirements of Schedule IV of the
Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015, a separate meeting of the
Company was also held on March 27, 2018
without the presence of the non-independent
directors and members of the management, to
review the performance of non-independent
directors and members of the management, to
review the performance of non-independent
directors and the Board as a whole, the
performance of the Chairperson of the Company
and also to assess the quality, quantity and
timeliness of flow of information between the
Company management and the Board.
8. Committees of the Board
The Board of Directors has the following
committees:
1. Audit Committee
2. Nomination and Remuneration
Committee
3. Stakeholder’s Relationship Committee.
4. Internal Complaint Committee.
The details of the Committees along with their
composition, number of meetings and attendance
at the meetings are provided in the Corporate
Governance Report.
9. Formal Annual Evaluation
Meeting the requirements of the statute and
considering Board Performance Evaluations as an
important step for a Board to transit to a higher
level of performance, the Nomination and
Remuneration Committee has laid down a
comprehensive framework for carrying out the
evaluations prescribed in the Companies Act,
2013 and the Regulation 17(10) of SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015
The framework was developed to give all Board
Members an opportunity to evaluate and discuss
the Board’s performance openly from multiple
perspectives and enhance governance practices
within the Board. The framework describes the
evaluation coverage and the process thereof.
Performance Evaluation of the Board and
Committees
In respect of the Financial Year ended March 31,
2018, the Board conducted its self-evaluation, that
of its committees and all of its members. Some of
11
the parameters which were taken into account
while conducting Board evaluation were:
Leadership initiative, Initiative in terms of new
ideas and planning for the Company, Professional
skills, problem solving and decision making,
Compliance with policies of the Company, ethics,
code of conduct, etc. the evaluation of each of the
Board Committees were done on parameters such
as Committee meetings are conducted in a
manner that encourages open communication,
meaningful participation and timely resolution of
issues etc.
Performance Evaluation of Non-Independent
Directors
The performance evaluation of the Chairman and
the Non-Independent Directors were carried out
by the Independent Directors, considering aspects
such as Attendance and participation in the
meetings, raising of concerns to the Board,
safeguard of confidential information, rendering
independent and unbiased opinion and resolution
of issues at the meeting, initiative in terms of new
Ideas and planning for the Company,
safeguarding interest of whistle-blowers under
vigil mechanism etc.
Evaluation Outcome
It was assessed that the Board as a whole
together with each of its committees was working
effectively in performance of its key functions-
effective in developing a corporate governance
structure that allows and encourages the Board to
fulfill its responsibilities, effective for identifying
material risks and reporting material violation of
policies and law etc.
10. Familiarization Program for Directors
The Company had organized orientation program
for newly appointed Independent Directors in the
Board. The details are provided in the Corporate
Governance Report.
11. Declaration by an Independent Director(s) and
re-appointment, if any
All Independent Directors have given declarations
that they meet the criteria of independence as
provided in Section 149(6) of the Companies Act,
2013 and Regulation 16(b) of the SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015.
12. Finance and Accounts
Your Company prepares its Financial Statements
in accordance with Accounting Standards
prescribed under section 133 of the Companies
Act, 2013 read with the relevant rules issued there
under and other Accounting principles generally
accepted in India. The estimates and judgments
relating to the Financial Statements are made on
a prudent basis, so as to reflect in a true and fair
manner. The form and substance of transactions
reasonably present the Company’s state of affairs,
profits and cash flows for the year ended March
31, 2018. Bank, Cash and Cash equivalents as at
March 31, 2018 was at Rs. 44,254,221/-. The
Company continues to focus on judicious
management of its working capital, receivables,
inventories and other working capital parameters
were kept under strict check through continuous
monitoring.
13. Subsidiary Companies / Joint
Venture/Associate Companies
The Company does not have any Subsidiary/Joint
Venture/Associate Company as on March 31,
2018.
14. Auditor
(A) Statutory Auditor
M/s. TARUN S GUSAIN & CO., Chartered
Accountants, (FRN- 022847C) were appointed by
the shareholders at the 22nd Annual General
Meeting to hold office until the conclusion of the
6th consecutive Annual General Meeting.
However, with the listing of shares the Company
is required to follow a set of rules and guidelines
pursuant to which M/s NKSC & Co., Chartered
Accountants (FRN – 020076N) are being
appointed and will be subjected to your approval
in the upcoming Annual General Meeting.
(B) Secretarial Auditor
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 has
appointed Jasleen Kaur and Associates,
Company Secretaries (C.P. No. 10627) to
undertake the Secretarial Audit of the Company
for the Financial Year ended March 31, 2018. As
required under section 204(1) of the Companies
Act, 2013 the secretarial audit report submitted by
them in the prescribed form MR-3 is enclosed as
12
annexure-B and forms part of the report. The
report is self-explanatory and do not call for any
further comments.
Cost Auditor
As per the requirements of the Central
Government and pursuant to Section 148 of the
Companies Act, 2013 read with Companies (Cost
Records and Audit) Rules, 2014 as amended from
time to time, your Company hereby confirms that
we do not fall under the ambit of prescribed
companies required to appoint cost auditor for the
financial year 2017-18. Further, pursuant to the
provisions of Section 148(1) of the Companies
Act, 2013, maintenance of cost record have been
specified by Central Government and such
amount and record, if any, have been maintained
by the Company.
Internal Auditor
Pursuant to the provisions of section 138 and any
other applicable provisions of the Companies Act,
2013 and the rules made there under, M/s R S
Poddar & Co. Chartered Accountants have been
appointed as an Internal Auditor.
15. Vigil Mechanism/ Whistle Blower Policy
In pursuant to the provisions of section 177(9) &
(10) of the Companies Act, 2013, The Company
has a vigil mechanism named Whistle Blower
Policy to deal with instance of fraud and
mismanagement, if any. In staying true to our
values of Strength, Performance and Passion and
in line with our vision of being one of the most
respected companies in India, the Company is
committed to the high standards of Corporate
Governance and stakeholder responsibility. The
Company has a Whistle Blower Policy to deal with
instances of fraud and mismanagement, if any.
The Whistle Blower Policy ensures that strict
confidentiality is maintained whilst dealing with
concerns and also that no discrimination will be
meted out to any person for a genuinely raised
concern. The Vigil Mechanism Policy has been
uploaded on the website of the Company at
www.ridingsindia.com.
16. Risk Management
In today’s economic environment, Risk
Management is a very important part of business.
The main aim of risk management is to identify,
monitor and take precautionary measures in
respect of the events that may pose risks for the
business. The risk management framework is
reviewed periodically by the Board and the Audit
Committee. Pursuant to section 134 (3) (n) of the
Companies Act, 2013 & Regulation 17 of SEBI
(Listing Obligations and Disclosure
Requirements), Regulations, 2015, the company
should have developed and implemented Risk
management policy for the Company including
identification therein of elements of risk. Your
Company has identified these risks:
a. Interest rate risk
Any increase in interest rate can affect
the finance cost. Your Company’s
dependency on interest bearing debt is
reasonably high therefore risk on
account of any unforeseen hike in
interest rate is very high.
b. Human resource risk
Your Company’s ability to deliver value
is dependent on its ability to attract,
retain and nurture talent. Attrition and
non-availability of the required talent
resource can affect the overall
performance of the Company. By
continuously benchmarking of the best
HR practices across the industry and
carrying out necessary improvements to
attract and retain the best talent. By
putting in place production incentives on
time bound basis and evaluating the
performance at each stage of work. Also
recruitment is across almost all states of
India which helps to mitigate this risk
and we do not anticipate any major
issue for the coming years.
c. Competition risk
Your Company is exposed to
competition risk particularly from large
conglomerates. The increase in
competition can create pressure on
margins, market share etc. However, by
continuous efforts to enhance the brand
image of the Company by focusing on,
quality, cost, timely delivery and best
customer service, your Company plans
to mitigate the risks so involved.
d. Compliance risk
Any default can attract penal provisions.
Your Company regularly monitors and
13
reviews the changes in regulatory
framework tools to avoid any such
compliance related risk.
17. Extract of Annual Return
As required pursuant to Section 92(3) of the
Companies Act, 2013 and Rule 12(1) of the
Companies (Management and Administration)
Rules, 2014, extract of Annual Return in Form
MGT-9, is included in this report as Annexure- C
and forms an integral part of this report.
18. Material changes and commitments, if any,
affecting the financial position of the Company
which have occurred between the end of the
financial year of the Company to which the
financial statements relate and the date of the
report
There has been no material change or
commitments which might affect the financial
position of the Company between the end date of
the financial year and the date of this report.
19. Details of significant and material orders
passed by the regulators or courts or tribunals
impacting the going concern status and
Company’s operation in future
There were/are no significant and material order
passed by the regulators/court that could impact
the going concern status of the Company and its
future operations.
20. Deposits
Your Company has not received any deposits
within the meaning of Section 73 to 76 of the
Companies Act, 2013 and the Companies
(Acceptance of Deposits) Rules, 2014.
21. Particulars of Loans, Guarantees or
Investments
Details of Loan, Guarantees and investment
covered under the provisions of section 186 of the
Companies Act, 2013 are given in the notes to
Financial Statements.
22. Particulars of Contracts or Arrangements with
Related Parties
All transactions entered with the related parties
during the financial year were in the ordinary
course of business and on Arm length basis and
do not attract the provisions of Section 188 of
Companies Act, 2013 and rules made there under.
Disclosure in form AOC-2 in terms of section 134
of the Companies Act, 2013 and its rules in the
Annexure- D forms part of this report.
Related party transactions have been disclosed
under the Note. 28 of significant accounting
policies and notes forming part of the financial
statements in accordance with “Accounting
Standards”. None of the transactions with related
parties were in conflict with the interest of the
Company. All the transactions are in the normal
course of business and have no potential conflict
with the interest of the Company at large and are
carried out on an arm’s length basis or fair value.
23. Listing with Stock Exchanges
Your Company’s shares are listed on the BSE
Limited – SME Platform. The Securities and
Exchange Board of India (SEBI) on September 2,
2015 issued SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. The
said regulations were effective on December01,
2015. Accordingly, all listed entities were required
to enter into listing agreement within six months
from the effective date. Your Company entered
into listing agreement with BSE Limited within the
stipulated time period given. Your Company came
up with an IPO and from approval of draft
prospectus to Listing of Company event took place
in following manner:
1. Draft prospectus was approved by
Board of Directors in their Board
meeting held on January 29, 2018.
2. BSE in principle approval was received
on February 19, 2018 and after that final
prospectus was filed with ROC, BSE
and SEBI and other concerned
authorities.
3. Approval of ROC was received on
March 08, 2018 and after that our IPO
was open from March 14, 2018 to March
16, 2018 and issue was 1.26 times
oversubscribed and allotment of the IPO
was made to successful applicants on
March 22, 2018.
4. Your Company got listed on BSE SME
on March 26, 2018.
24. Corporate Governance
As per Regulation 34(3) of the SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015, a separate section on
Corporate Governance practices followed by the
Company together with certificate from the
Company’s Auditor confirming compliance forms
14
an integral part of this report. (The members
hereby noted that according to the SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015 the Company being a SME
Listed Company of BSE Limited, is exempted from
the compliance of corporate governance
requirements as provided under regulation 17 to
27 and clauses (b) to (i) of sub-regulation (2) of
regulation 46 and para C, D and E of Schedule V)
Further, the management discussion and analysis
report and CEO/CFO certificate as prescribed
under SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 are also
present in the separate sections forming part of
the Annual Report.
25. Environment and Safety
Your Company is driven by principles of
sustainability incorporating environment,
employees and society aspects in all our activities.
We are focused on employee well-being,
developing safe and efficient products, minimizing
environmental impact of our operations and
minimizing the impact of our operations on
society. Your Company is conscious of the
importance of environmentally clean and safe
operations and ensured of all concerned,
compliances, environmental regulations and
preservation of natural resources. We recognize
quality and productivity as a prerequisite for its
operations and have implemented ISO
9001:2015. Continuous efforts to preserve the
environment are pursued.
Employees’ well-being and safety is of paramount
importance to us. Creating a safe and healthy
work environment is the most material issue in our
operations. The focus is to continuously improve
our health and safety performance. Our
operations are comparatively safe and does not
use significant use of hazardous materials. All our
employees are provided with relevant personal
protective equipment according to the nature of
work handled. They are imparted relevant training
on safety and handling of the equipment’s.
26. Corporate Social Responsibility Initiatives
As per provisions of Section 135 of the Companies
Act, 2013 and rules made thereunder, the CSR is
not applicable on your Company for the financial
year 2017-18.
27. Director Responsibility Statement
To the best of knowledge and belief and according
to the information and to the information and
explanation obtained by them, your directors
make the following statement in terms of section
134(3) (c):
a) In the preparation of the annual
accounts, the applicable accounting,
standards had been followed along with
proper explanation relating to material
departures;
b) The directors had selected such
accounting policies and applied them
consistently and made judgments and
estimates that are reasonable and
prudent so as to give a true and fair view
of the state of affairs of the Company at
the end of the financial year and of the
profit and loss of the Company for that
period;
c) The directors had taken proper and
sufficient care for the maintenance of
adequate accounting records in
accordance with the provisions of this
Act for safeguarding the assets of the
Company and for preventing and
detecting fraud and other irregularities;
d) The directors had prepared the annual
accounts on a going concern basis;
e) The directors had laid down internal
financial controls to be followed by the
Company and that such internal
financial controls are adequate and
were operating effectively.
f) The directors had devised proper
systems to ensure compliance with the
provisions of all applicable laws and that
such systems were adequate and
operating effectively.
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 seven years.
Therefore, there was no funds which were
required to be transferred to Investor Education
and Protection Fund (IEPF).
29. Management Discussion & Analysis Report
The Management Discussion and Analysis Report
as required under regulation 34(3) read with
15
Schedule V of the SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 2015 is
presented in the separate section forming part of
this Annual Report.
30. Conservation of Energy, Technology
Absorption and Foreign Exchange Earnings
and Outgo
As per Section 134(3) of the Companies Act, 2013
read with rule 8(3) of the Companies (Accounts)
Rules, 2014, the information on conservation of
energy, technology absorption and foreign
exchange earnings and outgo is annexed in
Annexure ‘E’ as an integral part of this report.
31. Business Responsibility Report
The Business Responsibility Reporting as
required under Regulation 34(2) of the SEBI
(Listing Obligations and Disclosure
Requirements) Regulations, 2015 is not
applicable to your Company for the financial year
2017-18.
32. Internal Control Systems and their Adequacy
The Company has adequate internal control
systems, commensurate with the size of its
operations. Adequate records and documents are
maintained as required by laws. The Audit
committee reviews adequacy and effectiveness of
the Company’s internal control environment and
monitors the implementation of audit
recommendations. The Audit committee gives
valuable suggestions from time to time for
improvement of the Company’s business
processes, systems and internal records. All
efforts are being made to make the internal control
systems more effective.
33. Nomination and Remuneration Policy of
Directors, Key Managerial Personnel and
Other Employees
In adherence of Section 178(1) of the Companies
Act, 2013, the Board of Directors have approved a
policy on Directors’ appointment and
remuneration including criteria for determining
qualifications, positive attributes, independence of
a director and other matters provided under
Section 178(3) based on the recommendations of
the Nomination and Remuneration Committee.
The broad parameters covered under the policy
are- Objective, Role of Committee, Appointment
and removal of Directors/KMP/Senior
Management, Terms & Tenure, Evaluation, policy
for remuneration to Directors/KMP/Senior
Management Personnel etc.
The Company’s policy relating to appointment of
Directors, payment of managerial remuneration,
Directors’ qualifications, positive attributes,
independence of Directors and other related
matters as provided under Section 178(3) of the
Companies Act, 2013 is furnished in Annexure-F
and forms part of this report.
34. Human Resource Management, Health and
Safety
At Ridings Consulting Engineers India Limited, we
consider our employees as the most valuable
resource and ensure strategic alignment of
Human Resource practices to business priorities
and objectives. Our constant endeavor is to invest
in people and people processes to improve human
capital for the organization and service delivery to
our customers. Attracting, developing and
retaining the right talent will continue to be a
strategic imperative and the organization
continues its undivided attention towards that. We
would to take this opportunity to express
appreciation for the hard work and commitment of
the employees of the Company and look forward
to their continued co-operation.
Ridings strives to provide a conducive and
competitive work environment to help the
employees excel and create new benchmarks of
productivity, efficiency and customer satisfaction.
At Ridings Consulting Engineers India Limited, the
Human Resource agenda continues to remain
focused on reinforcing the key thrust areas i.e.
being the employer of choice, building an inclusive
culture and a strong talent pipeline and building
capabilities in the organization. To maintain its
competitive edge in a highly dynamic industry, we
recognize the importance of having a workforce
which is consumer-focused, performance-driven
and future capable. In keeping with this, a number
of policies and initiatives have been drawn up like
regular employee engagement surveys, focusing
on objective performance management system
with key result areas and performance indicators.
These initiatives ensure a healthy balance
between business needs and individual
aspirations.
16
We ensure that there is full adherence to the code
of ethics and fair business practices. Ridings
provide equal opportunities in all aspects of
employment, including recruitment, training, work
conditions, career progression, etc. that
reconfirms our commitment that equal
employment opportunity is a component of our
growth and competitiveness, Further, we are
committed to maintaining a workplace where each
employee’s privacy and personal dignity is
respected and protected from offensive or
threatening behavior including violence. The
Company believes in empowering its employees
through greater knowledge, team spirit and
developing greater sense of responsibility.
The Company has a policy on Prohibition,
Prevention and Redressal of Sexual Harassment
of women at workplace and matters connected
there with or incidental thereto covering all the
aspects as contained under “The Sexual
Harassment of women at workplace (Prohibition,
Prevention and Redressal) Act, 2013”. During the
year, no compliant was lodged.
35. Particulars of Employees
In terms of provisions of Section 197(12) of the
Companies Act, 2013 read with Rule 5(2) and 5(3)
of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules,
2014 none of the employees are drawing
remuneration in excess of the limits set out in the
said rules. Further, the disclosures pertaining to
remuneration and other details as required under
section 197(12) of the Companies Act, 2013 read
with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel)
Rules, 2014 is annexed in Annexure ‘G’ as an
integral part of this report.
36. Dematerialization of Shares
The Shares of the Company are being traded in
electronic form and the Company has established
connectivity with both the depositories i.e.
National Securities Depository Limited (NSDL)
and Central Depository Services (India) Limited
(CDSL). In view of the numerous advantages
offered by the Depository system, members are
requested to avail the facility of dematerialization
of shares with either of the Depositories as
aforesaid. As on March 31, 2018, 100% of the
share capital stands dematerialized.
37. Internal Financial Control
The report on Internal Financial Control form part
of Independent Audit report.
38. Code of Conduct
The Board of Directors has approved a Code of
Conduct which is applicable to the Members of the
Board and all employees in the course of day to
day business operations of the Company. The
Company believes in “Zero Tolerance” against
bribery/ corruption and unethical
dealings/behaviors of any form and the Board has
laid down the directives to counter such acts. The
Code has been posted on the Company’s website
www.ridingsindia.com.
The Code lays down the standard procedure of
business conduct which is expected to be followed
by the Directors and the designated employees in
their business dealings and in particular on
matters relating to integrity in the workplace, in
business practices and in dealings with
stakeholders. The Code gives guidance through
examples in a given situation and the reporting
structure.
All the Board members and the Senior
Management personnel have confirmed
compliance with the Code. All Management Staff
were given appropriate trainings in this regard.
Declaration by Chairman & Managing Director
regarding compliance by Board members and
senior management personnel with the
Company’s code of conduct is given in Annexure
“H”,
39. Prevention of Insider Trading
The Company has adopted a Code of Conduct for
prevention of Insider Trading with a view to
regulate trading in securities by the Directors and
designated employees of the Company. The Code
requires pre-clearance for dealing in Company’s
shares and prohibits the purchase or sale of
Company shares by the Directors and the
designated employees while in possession of
unpublished price sensitive information in relation
to the Company and during the period when the
trading window was closed. The Board is
responsible for implementation of the code. All
Board Directors and the designated employees
have confirmed compliance with the Code.
17
40. Payment of Listing Fee
Your Company has paid Annual Listing fee of BSE
Limited (SME Exchange) for the Financial Year
2018-19.
41. Cautionary Statement
Statements in this report, describing the
Company’s objectives, expectations and/or
anticipations may be forward looking within the
meaning of applicable Securities Law and Other
laws & regulations. Actual results may differ
materially from those stated in the statement.
Important factors that could influence the
Company’s operations include global and
domestic supply and demand conditions,
Changes in government policies, regulations, tax
laws, economic developments, within the country
and outside and other factors such as litigation
and industrial relations. The Company assumes
no responsibility in respect of the forward looking
statements, which may undergo changes in the
future on the basis of subsequent developments,
information or events.
42. Acknowledgement
The Directors of the Company acknowledge with
a deep sense of gratitude for the continued
support extended by investors, customers,
Business Associates, bankers and Vendors. Your
Directors place on record their appreciation for the
significant contribution made by the employees at
all levels through their hard work and dedication.
The Directors also thanks the various Government
and Regulatory Authorities and last but not the
least the Shareholders for their patronage, support
and faith in the Company. The Board looks
forward to their continued support in the years to
come.
By order of the Board
For Ridings Consulting Engineers India
Limited
Sd/-
Sain Ditta Baveja
Chairman and Managing Director
Place: Delhi
Dated: 03.09.2018
18
ANNEXURE ‘A’ TO THE DIRECTORS’ REPORT
Board’s Performance Evaluation Policy
Introduction
The Company conducts its operations under the directions
of Board of Directors within the framework laid down by
various statutes, more particularly by the Companies Act,
2013, the Articles of Association, SEBI (LODR) Regulation,
2015, Listing Agreement with stock exchanges and Code of
Conduct and policies formulated by the Company for its
internal execution. The Company’s Board of Directors is
dedicated to act in good faith; exercise their judgment on an
informed basis, in the best interest of the company and its
stakeholders. Accordingly, the present policy for Board’s
performance evaluation is being put into place in
accordance with the requirements of section 178 of the
Companies Act, 2013 which provides for the a policy to be
formulated and recommended to the Board, setting the
criteria, based on which the performance of each and every
director including the performance of the Board as a whole
shall be assessed by the Board of Directors of the Company.
Such an evaluation procedure will provide a fine system of
checks and balances on the performance of the directors
and will ensure that they exercise their powers in a rational
manner.
With an aim to maintain an energized, proactive and
effective Board, the Board is committed to a continuing
process of recommending and laying down the criteria to
evaluate the performance of the entire Board of the
Company.
As one of the most important functions of the Board of
Directors is to oversee the functioning of Company’s top
management, this Board Performance Evaluation process
aims to ensure individual director (“Directors”) and the Board
of Directors of the Company (“Board”) as a whole work
efficiently and effectively in achieving their functions. This
policy aims at establishing a procedure for conducting
periodical evaluation of its own performance and of its
committees and individual directors. Hence it is important
that every individual Board Member effectively contributes in
the Board deliberations.
Effectiveness of the Board
The overall effectiveness of the Board shall be measured on
the basis of the ratings obtained by each Director and
accordingly the Board shall decide the Appointments, Re-
appointments and Removal of the non-performing Directors
of the Company. For this reason, based on the fore stated
criteria of evaluation the remuneration of the Directors and
Key Managerial Personnel shall be determined and
reviewed from time to time.
Responsibility of Board/ Independent Director
It shall be the duty of the Board, who shall be supported by
the Management to organize the evaluation process and
accordingly conclude the steps required to be taken. The
evaluation process will be used constructively as a system
to improve the directors’ and committees’ effectiveness, to
maximize their strength and to tackle their shortcomings.
The Board of Directors shall undertake the following
activities on an annual basis:
(i). Review the various strategies of the Company and
accordingly set the performance objectives for
directors, in consistency with varying nature and
requirements of Company’s business.
(ii). The Board as a whole shall discuss and analyze
its own performance during the year together with
suggestions for improvement thereon, pursuant to
the performance objectives.
In conformity with the requirement of the Act, the
performance evaluation of all the directors shall be done by
the entire Board of Directors, excluding the director being
evaluated.
Independent Directors are duty bound to evaluate the
performance of non - independent directors and board as a
whole. The independent directors of the Company shall hold
at least one meeting in a year to review the performance of
the non- independent directors, performance of chairperson
of the Company and board as a whole, taking into account
the views of executive directors and non-executive directors.
Evaluation Factors
The Board of Directors shall pay regards to the following
parameters for the purpose of evaluating the performance of
a particular director:
19
In respect of each of the evaluation factors, various aspects
have been provided to assist with the evaluation process in
respect of performance of Board itself, and of its committees
and individual directors as, such evaluation factors may vary
in accordance with their respective functions and duties.
Evaluation of Independent Director shall be carried on by the
entire Board in the same way as it is done for the Executive
Directors of the Company except the Director getting
evaluated.
Appraisal of each Director of the Company shall be based
on the criteria as mentioned herein below.
Rating Scale
Scale Performance Rating Scale
Exceptionally good 5
Good 4
Satisfactory 3
Needs improvement 2
Unacceptable 1
The Company has chosen to adopt the following Board
Performance Evaluation Process:
Independent Directors
Some of the specific issues and questions that should be
considered in a performance evaluation of Independent
Director, in which the concerned director being evaluated
shall not be included, are set out below:
Name of Director being assessed: __________________
S.
No.
Assessment Criteria Rating Remark
s/
Comme
nts
1.
Attendance and
participations in the
Meetings
2.
Raising of concerns to
the Board
3.
Safeguard of
confidential
information
4.
Rendering independent,
unbiased opinion and
resolution of issues at
meetings
5.
Initiative in terms of
new ideas and planning
for the Company
6.
Safeguarding interest of
whistle-blowers under
vigil mechanism
7.
Timely inputs on the
minutes of the meetings
of the Board and
Committee’s, if any
Non-Independent Directors, Executive Directors non –
Independent Directors / Executive Directors
Some of the specific issues and questions that should be
considered in a performance evaluation of
Chairperson/Non-Independent Director / Executive Director
by Independent Directors, in which the concerned director
being evaluated shall not be included, are set out below:
Name of Director being assessed:
______________________
S.
No.
Assessment
Criteria
Rating Remarks/
Comments
1. Attendance and
participations in
the Meetings
2. Raising of
concerns to the
Board
3. Safeguard of
confidential
information
4. Rendering
independent,
unbiased opinion
and resolution of
issues at
meetings
5. Initiative in
terms of new
ideas and
planning for the
Company
6. Safeguarding
interest of
whistle-blowers
under vigil
mechanism
7. Timely inputs on
the minutes of
20
the meetings of
the Board and
Committee’s, if
any
Board of Directors
Some of the specific issues and questions that should be
considered in a performance evaluation of the entire Board
by Independent Directors, are set out below:
S.
No.
Assessment Criteria Rating Remarks/
Comments
1. The Board of
Directors of the
company is effective
in decision making.
2. The Board of
Directors is effective
in developing a
corporate
governance structure
that allows and
encourages the
Board to fulfill its
responsibilities.
3. The Company’s
systems of control
are effective for
identifying material
risks and reporting
material violations
of policies and law.
4. The Board reviews
the organization’s
performance in
carrying out the
stated mission on a
regular basis.
5. The Board of
Directors is effective
in providing
necessary advice and
suggestions to the
company’s
management.
6. Is the board as a
whole up to date
with latest
developments in the
regulatory
environment and the
market?
7. The information
provided to directors
prior to Board
meetings meets your
expectations in terms
of length and level
of detail.
8. Board meetings are
conducted in a
manner that
encourages open
communication,
meaningful
participation, and
timely resolution of
issues.
9. The Board Chairman
effectively and
appropriately leads
and facilitates the
Board meetings and
the policy and
governance work of
the board.
10. The Board
appropriately
considers internal
audit reports,
management’s
responses, and steps
towards
improvement.
11. The Board oversees
the role of the
independent auditor
from selection to
termination and has
an effective process
to evaluate the
independent
auditor’s
qualifications and
performance.
12. The board considers
the independent
audit plan and
provides
recommendations.
Committees of Board
The Board has constituted the following committees:
1. Audit Committee;
21
2. Nomination and Remuneration Committee; and
3. Stakeholders Relationship Committee
For evaluating the performance of each committee, the
Board of Directors shall pay regards to the following aspects
as set out in the annexure below:
S.
No.
Audit Committee
(for Audit
Committee members
only)
Rating Remarks/
Comments
1. Committee meetings
are conducted in a
manner that
encourages open
communication,
meaningful
participation and
timely resolution of
issues
2. Timely inputs on the
minutes of the
meetings
S.
No.
Nomination and
Remuneration
Committee (For
Nomination and
Remuneration
Committee members
only)
Rating Remarks/
Comments
1. Committee meetings
are conducted in a
manner that
encourages open
communication,
meaningful
participation and
timely resolution of
issues
2. Timely inputs on the
minutes of the
meetings
S.
No.
Stakeholders
Relationship
Committee (For
Stakeholders
Relationship
Committee members
only)
Rating Remarks/
Comments
1. Committee meetings
are conducted in a
manner that
encourages open
communication,
meaningful
participation and
timely resolution of
issues
2. Timely inputs on the
minutes of the
meetings
Key Managerial Personnel and Senior Executives
For evaluating the performance of Key Managerial
Personnel and other Senior Executives, the Board of
Directors shall pay regards to the following aspects as set
out below:
Name of person being assessed:
______________________
S. No. Assessment Criteria Rating Remarks/
Comments
1. Abidance and
behavior in
accordance with
ethical standards &
code of conduct of
Company
2. Interpersonal and
communication skills
3. Compliance with
policies of the
Company, ethics,
code of conduct, etc.
4. Safeguarding interest
of whistle-blowers
under vigil
mechanism
5. Team work attributes
6. Safeguard of
confidential
information
Review & Amendment
The performance evaluation process will be reviewed
annually by the “Nomination and Remuneration Committee”.
22
Subject to the approval of Board of Directors, the Committee
may amend the Policy, if required, to ascertain its
appropriateness as per the needs of the Company.
Disclosure
Company will disclose details of its Board Performance
Evaluation processes in its Board’s Report. The Board’s
report containing such statement shall indicate the manner
in which formal evaluation has been made by the Board of
its own performance and that of the committees of the
Board and individual directors of the Company.
By the Order of the Board For Ridings Consulting Engineers India Limited
Sd/- (Sain Ditta Baveja) Managing Director DIN: 01283893
23
ANNEXURE ‘B’ TO THE DIRECTORS’ REPORT MR-3
SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED MARCH 31, 2018
[Pursuant to Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]
To, The Members, We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by RIDINGS CONSULTING ENGINEERS INDIA LIMITED (hereinafter called the company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon. Based on our verification of the Company’s books, papers, minute Books, Papers, Forms and Returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2018, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: 1. We have examined the books, papers, minute books,
forms and returns filed and other records maintained by RIDINGS CONSULTING ENGINEERS INDIA LIMITED (“the Company”), for the financial year ended on 31st March, 2018 according to the provisions of:
(i) The Companies Act, 2013 (the Act) and the rules
made there under ;
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made there under;
(iii) The Depositories Act, 1996 and the Regulations
and Bye-laws framed there under;
(iv) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-
(a) The Securities and Exchange Board of India
(Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations
2015;
(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009
(d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; N.A.
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008: N.A.
(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;
(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009: N.A.
(h) The Securities and Exchange Board of India (Buy Back of Securities) Regulations, 1998
2. Provisions of the Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings were not attracted to the Company under the financial year under report.
3. We have relied on the representation made by the
Company and its Officers for systems and mechanism formed by the Company for compliances under other applicable Acts, Laws and Regulations to the Company.
During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above. We have also examined compliances with the applicable clauses of Secretarial Standards (SS-1 and SS-2) issued by the Institute of Company Secretaries of India and it was noted that the Company has complied with the same to the extent possible.
24
It was also observed that the Company has complied with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company got listed its securities with Securities and Exchange Board of India on 26th March, 2018 with proposed initial public issue of 36,40,000 Equity shares of Rs 10/- each for cash at a price of Rs 18/- per Equity Share (including share premium of Rs 8/- per equity share). We further report that the compliances by the company of applicable financial laws, like direct and indirect tax laws have not been reviewed in this audit since the same have been subject to review by the Statutory Financial Auditors and other designated professionals. We further report that The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors, Woman Director and Independent Directors. Adequate notice(s) were given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.
Majority decision is carried through, while the dissenting members’ views, if any, are captured and recorded as part of the minutes. All the decisions of the Board were unanimously passed and no dissenting views have been recorded in the Minutes of the Board. As per the records, the Company generally filed all the forms, returns, documents and resolutions as were required to be filed with the Registrar of Companies and other authorities and all the formalities relating to the same is in compliance with the Act. We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. For Jasleen Kaur & Associates. Company Secretaries Sd/- Jasleen Kaur Proprietor CP No. - 10627 FCS No. - 9084 Date: 16/08/2018 Place: New Delhi
Note: This report is to be read with Annexure-I, attached herewith and forms an integral part of this report
ANNEXURE – I
1. Maintenance of Secretarial Records is the
responsibility of the Management of the Company.
Our responsibility is to express an opinion on
these Secretarial Records based on our audit.
2. We have followed the audit practices and
processes as were appropriate to obtain
reasonable assurance about the correctness of
the contents of the secretarial records. The
verification was done on the random test basis to
ensure that correct facts are reflected in
secretarial records. We believe that the processes
and practices we followed provide a reasonable
basis for our opinion.
3. We have not verified the correctness and
appropriateness of financial records and Books of
Accounts of the Company.
4. Where ever required, we have obtained the
management representation about the
compliance of laws, rules and regulations and
happening of events etc.
5. The compliance of the provisions of Corporate and
other applicable laws, rules, regulations,
standards is the responsibility of management.
Our examination was limited to the verification of
procedures on random test basis.
6. The Secretarial Audit report is neither an
assurance as to the future viability of the company
nor of the efficacy or effectiveness with which the
management has conducted the affairs of the
Company.
For Jasleen Kaur & Associates. Company Secretaries Sd/- Jasleen Kaur Proprietor CP No. – 10627 Date: 16/08/2018 FCS No. – 9084
25
Place: New Delhi
ANNEXURE “C” TO THE DIRECTORS’ REPORT Form No. MGT-9
EXTRACT OF ANNUAL RETURN As on the Financial Year ended on 31st March, 2018
[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]
I. REGISTRATION AND OTHER DETAILS
1. CIN U74899DL1995PLC075005
2. Registration Date 28-12-1995
3. Name of the Company Ridings Consulting Engineers India Limited 4. Category of the Company Company Limited by Shares
5. Sub-category of the Company Indian Non-Government Company
6. Address of the Registered office and Contact details
F-24, First Floor, Pankaj Grand Plaza, Mayur Vihar-I, New Delhi- 110091 Email: info@ridingsindia.com Contact No. 011-22755585
7. Whether Listed Company Yes, BSE Limited (SME Exchange)
8. Name, Address & Contact details of the Registrar & Transfer Agent, if any.
Skyline Financial Services Private Limited D-153-A, 1st Floor, Okhla Industrial Area, Phase-I, New Delhi – 110020 Email- Info@skylinerta.com Website: www.skylinerta.com Contact No. +91-11-64732681-88
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities contributing 10% or more of the total turnover of the Company shall be stated)
S. No. Name & Description of main products/services
NIC code of the product/service
% to total turnover of the Company
1. Architectural and engineering activities and related technical consultancy
7110 100
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES
S. No. Name and Address of the Company
CIN/GLN Holding/Subsidiary/Associate
% of Shares Held
Applicable Section
1. NIL
IV. SHAREHOLDING PATTERN (Equity Share Capital breakup as percentage of Total Equity) (i) Category wise Share Holding
Category of Shareholders
No. of shares held at the beginning of the year (As on March 31, 2017)
No. of Shares held at the end of the year (As on March 31, 2018)
% Change during the year
Demat Physical Total % of Total Shares
Demat Physical
Total % of Total Shares
A. Promoters
(1) Indian a) Individual/HUF - 20,00,000 20,00,000 100 88,00,000 - 88,00,000 70.74
b) Central Govt. - - - - - - - - -
c) State Govt.(s) - - - - - - - - -
d) Bodies Corporate - - - - - - - - -
26
e) Banks/FI - - - - - - - - -
f) Any other - - - - - - - - -
Sub Total (A) (1) - 20,00,000 20,00,000 100 88,00,000 - 88,00,000 70.74
(2) Foreign - - - - - - - - -
a) NRI Individuals - - - - - - - - -
b) Other Individuals - - - - - - - - -
c) Bodies Corporate - - - - - - - - -
d) Any other - - - - - - - - -
Sub Total (A) (2) - - - - - - - - -
Total (A) - 20,00,000 20,00,000 100 88,00,000 - 88,00,000 70.74
B. Public Shareholding
1. Institutions
a) Mutual funds - - - - - - - - -
b) Banks/ FI - - - - - - - - -
c) Central Govt. - - - - - - - - -
d) State Govt.(s) - - - - - - - - -
e) Venture Capital funds
- - - - - - - - -
f) Insurance Companies
- - - - - - - - -
g) FIIs - - - - - - - - -
h) Foreign Venture Capital Funds
- - - - - - - - -
i) Others (specify) - - - - - - - - -
Sub Total (B) (1) - - - - - - - - -
2. Non- Institutions
a) Bodies Corp.
i) Indian - - - - 1,68,000 - 1,68,000 1.35
ii) Overseas - - - - - - - - -
b) Individuals
i) Individual Shareholders holding nominal share capital up to Rs. 1 lakh
- - - - - - - - -
ii) Individual Shareholders holding nominal share capital in excess of Rs. 1 lakh
- - - - 5,92,000 - 5,92,000 4.76
c) Others (specify)
i) Non Resident Indians
- - - - 32,000 - 32,000 0.26
ii) Overseas Corporate Bodies
- - - - - - - - -
iii) Foreign Nationals
- - - - - - - - -
iv) Clearing Members
- - - - 23,12,000 - 23,12,000 18.56
v) Trusts - - - - - - - - -
vi) Foreign Bodies- D R
- - - - - - - - -
27
vii) Resident Indian HUF
- - - - 5,36,000 - 5,36,000 4.31
Sub-Total B (2) - - - - 3640000 - 3640000 29.26
Total Public (B) - - - - 3640000 - 3640000 29.26
C. Shares held by Custodian for GDRs & ADRs
- - - - - - - -
Grand Total (A+B+C)
- 20,00,000 20,00,000 100 1,24,40,000 1,24,40,000 100
(ii) Shareholding of Promoters S. No.
Shareholder’s Name
Shareholding at the beginning of the year
Shareholding at the end of the year % Change in shareholding during the year
No. of shares
% of total shares of the Company
% of shares pledged / encumbered to total shares
No. of shares
% of total shares of the Company
% of shares pledged / encumbered to total shares
1. Sain Ditta Baveja
19,99,000 99.95 - 79,37,600 63.8 - (36.15)
2. Sudhir Kumar Baveja
1,000 00.05 - 1,36,400 1.1 - 1.05
3. Anil Kumar Baveja
- - - 1,32,000 1.1 - 1.1
4. Praveen Kumar Baveja
- - - 1,32,000 1.1 - 1.1
5. Suman Baveja - - - 88,000 0.7 - 0.7
6. Achla Baveja - - - 88,000 0.7 - 0.7
7. Shelly Baveja - - - 88,000 0.7 - 0.7
8. Ishan Baveja - - - 66,000 0.5 - 0.5
9. Mehak Baveja - - - 66,000 0.5 - 0.5 10. Harshit Baveja - - - 66,000 0.5 - 0.5
S. No.
Particulars Shareholding at the beginning of the year
Cumulative shareholding during the year
No. of Shares % of total shares No. of Shares % of total shares
1. Sain Ditta Baveja
At the beginning of the year 1999000 99.95 1999000 99.95
Transfer of shares on 11.09.2017 Allotment of Bonus Shares 17:5 on 14.11.2017
(195000) 6133600
1804000 7937600
At the end of the year 7937600 63.80 7937600 63.80
2. Sudhir Kumar Baveja
At the beginning of the year 1000 0.05 1000
Transfer of shares on 11.09.2017 Allotment of Bonus Shares 17:5 on 14.11.2017
30000 105400
31000 136400
28
At the end of the year 136400 1.1 136400 1.1
3. Anil Kumar Baveja
At the beginning of the year - 0.00 - 0.00 Transfer of shares on 11.09.2017 Allotment of Bonus Shares 17:5 on 14.11.2017
30000 102000
30000 132000
At the end of the year 132000 1.1 132000 1.1
4. Praveen Kumar Baveja
At the beginning of the year - 0.00 - 0.00
Transfer of shares on 11.09.2017 Allotment of Bonus Shares 17:5 on 14.11.2017
30000 102000
30000 132000
At the end of the year 132000 1.1 132000 1.1
5. Suman Baveja
At the beginning of the year - 0.00 - 0.00
Transfer of shares on 11.09.2017 Allotment of Bonus Shares 17:5 on 14.11.2017
20000 68000
20000 88000
At the end of the year 88000 0.7 88000 0.7
6. Achla Baveja
At the beginning of the year - 0.00 - 0.00
Transfer of shares on 11.09.2017 Allotment of Bonus Shares 17:5 on 14.11.2017
20000 68000
20000 88000
At the end of the year 88000 0.7 88000 0.7
7. Shelly Baveja
At the beginning of the year - 0.00 - 0.00
Transfer of shares on 11.09.2017 Allotment of Bonus Shares 17:5 on 14.11.2017
20000 68000
20000 88000
At the end of the year 88000 0.7 88000 0.7
8. Ishan Baveja
At the beginning of the year - 0.00 - 0.00 Transfer of shares on 11.09.2017 Allotment of Bonus Shares 17:5 on 14.11.2017
15000 51000
15000 66000
At the end of the year 66000 0.5 66000 0.5
9. Mehak Baveja
At the beginning of the year - 0.00 - 0.00
Transfer of shares on 11.09.2017
15000 51000
15000 66000
29
Allotment of Bonus Shares 17:5 on 14.11.2017
At the end of the year 66000 0.5 66000 0.5
10. Harshit Baveja
At the beginning of the year - 0.00 - 0.00
Transfer of shares on 11.09.2017 Allotment of Bonus Shares 17:5 on 14.11.2017
15000 51000
15000 66000
At the end of the year 66000 0.5 66000 0.5
(iv) Shareholding Pattern of Top Ten Shareholders (Other than Directors, Promoters and holders of GDRs and ADRs)
S. No.
Shareholding at the beginning of the year
Cumulative Shareholding during the year
1. Beeline Broking Limited No. of Shares % of total shares of the Company
No. of Shares % of total shares of the Company
At the beginning of the year - - - -
Date wise increase / decrease in shareholding during the year specifying the reasons for increase / decrease
2272000 IPO allotment –
26/03/2018
- 2272000
At the end of the year (or on the date of separation, if separated during the year)
2272000 - 2272000
2. Shah Bijal Mukesh No. of Shares % of total shares of the Company
No. of Shares % of total shares of the Company
At the beginning of the year - - - -
Date wise increase / decrease in shareholding during the year specifying the reasons for increase / decrease
440000 IPO allotment –
26/03/2018
- 440000
At the end of the year (or on the date of separation, if separated during the year)
440000 - 440000
3. Veeram Ornaments Limited No. of Shares % of total shares of the Company
No. of Shares % of total shares of the Company
At the beginning of the year - - - - Date wise increase / decrease in
shareholding during the year specifying the reasons for increase / decrease
152000 IPO allotment –
26/03/2018
- 152000
At the end of the year (or on the date of separation, if separated during the year)
152000 - 152000
4. Dhruv Harshadbhai Patel No. of Shares % of total shares of the Company
No. of Shares % of total shares of the Company
At the beginning of the year - - - -
Date wise increase / decrease in shareholding during the year
56000 IPO allotment –
26/03/2018
- 56000
30
specifying the reasons for increase / decrease
At the end of the year (or on the date of separation, if separated during the year)
56000 - 56000
5. Dipti J Panchal No. of Shares % of total shares of the Company
No. of Shares % of total shares of the Company
At the beginning of the year - - - -
Date wise increase / decrease in shareholding during the year specifying the reasons for increase / decrease
56000 IPO allotment –
26/03/2018
- 56000
At the end of the year (or on the date of separation, if separated during the year)
56000 - 56000
6. Vaghela Nilesh Liladhar No. of Shares % of total shares of the Company
No. of Shares % of total shares of the Company
At the beginning of the year - - - -
Date wise increase / decrease in shareholding during the year specifying the reasons for increase / decrease
56000 IPO allotment –
26/03/2018
- 56000
At the end of the year (or on the date of separation, if separated during the year)
56000 - 56000
7. Mrudulaben Harshadbhai Patel No. of Shares % of total shares of the Company
No. of Shares % of total shares of the Company
At the beginning of the year - - - -
Date wise increase / decrease in shareholding during the year specifying the reasons for increase / decrease
56000 IPO allotment –
26/03/2018
- 56000
At the end of the year (or on the date of separation, if separated during the year)
56000 - 56000
8. Amar H Patel No. of Shares % of total shares of the Company
No. of Shares % of total shares of the Company
At the beginning of the year - - - -
Date wise increase / decrease in shareholding during the year specifying the reasons for increase / decrease
56000 IPO allotment –
26/03/2018
- 56000
At the end of the year (or on the date of separation, if separated during the year)
56000 - 56000
9. Amar Harshadbhai Patel No. of Shares % of total shares of the Company
No. of Shares % of total shares of the Company
At the beginning of the year - - - -
Date wise increase / decrease in shareholding during the year
56000 - 56000
31
specifying the reasons for increase / decrease
IPO allotment – 26/03/2018
At the end of the year (or on the date of separation, if separated during the year)
56000 - 56000
10. Investmentor Securities Limited No. of Shares % of total shares of the Company
No. of Shares % of total shares of the Company
At the beginning of the year - - - -
Date wise increase / decrease in shareholding during the year specifying the reasons for increase / decrease
16000 IPO allotment –
26/03/2018
- 16000
At the end of the year (or on the date of separation, if separated during the year)
16000 - 16000
(v) Shareholding of Directors and key Managerial Personnel
S. No.
Shareholding at the beginning of the year
Cumulative Shareholding during the year
1. Sain Ditta Baveja No. of Shares % of total shares of the Company
No. of Shares % of total shares of the Company
At the beginning of the year 1999000 99.95 1999000 99.85
Transfer of shares on 11.09.2017 Allotment of Bonus Shares 17:5 on 14.11.2017
(195000)
6133600
1804000
7937600
At the end of the year 7937600 63.82 7937600 63.82
2. Praveen Kumar Baveja
At the beginning of the year 0 0 0 0
Transfer of shares on 11.09.2017 Allotment of Bonus Shares 17:5 on 14.11.2017
30000
102000
30000
132000
At the end of the year 132000 1.1 132000 1.1
3. Bharti Sinha
At the beginning of the year Nil Nil Nil Nil
Date wise increase / decrease in shareholding during the year specifying the reasons for increase / decrease
Nil Nil Nil Nil
At the end of the year Nil Nil Nil Nil
4. Rajeev Lal
At the beginning of the year Nil Nil Nil Nil
Date wise increase / decrease in shareholding during the year specifying the reasons for increase / decrease
Nil Nil Nil Nil
At the end of the year Nil Nil Nil Nil
5. Raj Kumar
32
At the beginning of the year Nil Nil Nil Nil
Date wise increase / decrease in shareholding during the year specifying the reasons for increase / decrease
Nil Nil Nil Nil
At the end of the year Nil Nil Nil Nil
6. Sudhir Kumar Baveja
At the beginning of the year 1000 0.05 1000 0.05
Transfer of shares on 11.09.2017 Allotment of Bonus Shares 17:5 on 14.11.2017
30000
105400
30000
105400
At the end of the year 136400 1.1 136400 1.1
7. Abhishek Bhargav
At the beginning of the year Nil Nil Nil Nil
Date wise increase / decrease in shareholding during the year specifying the reasons for increase / decrease
Nil Nil Nil Nil
At the end of the year Nil Nil Nil Nil
(v) Indebtedness
Indebtedness of the Company including interest outstanding / accrued but not due for payment
Secured Loans Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not due
5434986.73 -
-
21880516.84 -
-
- -
-
27315503.57 -
-
Total (i+ii+iii) 5434986.73 21880516.84 - 27315503.57
Change in Indebtedness during the financial year i) Addition ii) Reduction
- 2884820.49
57733952.24 34182430.92
- -
57733952.24 37067251.41
Net Change 2884820.49 23551521.32 - 20666700.83
Indebtedness at the end of the financial year i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not due
2550166.24 -
-
45432038.52 -
-
- -
-
47982204.40 -
-
Total (i+ii+iii) 2550166.24 45432038.52 - 47982204.40
33
VI. Remuneration of Directors and Key Managerial Personnel
A. Remuneration to Managing Director, Whole Time Directors and/or Manager (Amount in Lakhs)
S. No.
Particulars of Remuneration Name of MD/WTD/Manager
Total Amount Sain Ditta Baveja
(Managing Director) Praveen Kumar Baveja (Whole Time Director)
Gross Salary a) Salary as per provisions contained in section 17(1) of the Income tax Act, 1961 b) Value of perquisites u/s 17(2) Income Tax Act, 1961 c) Profits in lieu of salary under section 17(3) Income Tax Act, 1961
22.00
- -
24.00
- -
46.00
- -
Stock Option - - -
Sweat Equity - - -
Commission - As % of profit - others
- -
- -
- -
Others, please specify - - -
Total (A) 22.00 24.00 46.000
Ceiling as per the Act - - -
B. Remuneration to other Directors
S. No.
Particulars of Remuneration Name of Directors Total Amount
Bharti Sinha Raj Kumar Rajeev Lal
Independent Directors
• Fee for attending Board/ Committee meetings
• Commission
• Others
10,000
10,000
10,000
30,000
Total (1) 10,000 10,000 10,000 30,000
Other Non- Executive Directors
• Fee for attending Board/ Committee meetings
• Commission
• Others
-
- -
-
- -
-
- -
-
- -
Total (2) - - - - Total (B) (1+2) - - - -
Total Managerial Remuneration 10,000 10,000 10,000 30,000
Overall Ceiling as per the Act - - - -
C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD (Amount in Lakhs)
S. No.
Particulars of Remuneration Key Managerial Personnel
CEO Company Secretary CFO Total
Gross Salary 24.00
1.08
18.00
43.08
34
(a) Salary as per provisions contained in section 17(1) of Income Tax Act, 1961 (b) Value of perquisites u/s 17(2) Income Tax Act, 1961 (c) Profits in lieu of salary under section 17(3) Income Tax Act, 1961
Stock Option - - - -
Sweat Equity - - - -
Commission - as % of profit - others
- -
- -
- -
- -
Others - - - -
Total 27.00 1.08 18.00 43.08
VII. Penalties / Punishment / Compounding of Offences
Type Section of Companies Act
Brief Description Details of penalty / punishment/ compounding fees imposed
Authority [RD / NCLT/ Court]
Appeal made, if any
A. Company
Penalty - - - - -
Punishment - - - - -
Compounding - - - - -
B. Directors
Penalty - - - - -
Punishment - - - - -
Compounding - - - - -
C. Other Officers in Default
Penalty - - - - -
Punishment - - - - -
Compounding - - - - -
35
ANNEXURE “D” TO THE DIRECTORS’ REPORT
FORM- AOC-2
(Pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules,
2014) Form for disclosure of particulars of
contracts/arrangements entered into by the Company with
the related parties referred to in sub-section (1) of Section
188 of the Companies Act, 2013 including certain arm
length transactions under third proviso thereto
1. Details of contracts or arrangements or
transactions not at arm’s length basis
a. Name(s) of the related party and nature
of Relationship: N.A.
b. Nature of
contracts/arrangements/transactions:
N.A.
c. Duration of the
contracts/arrangements/transactions:
N.A.
d. Salient features of the contracts or
arrangements or transactions including
the value, if any: N.A.
e. Justification for entering into such
contracts or arrangements or
transactions: N.A.
f. Date of approval by the Board: N.A.
g. Amount paid as advances, if any: N.A.
h. Date on which special resolution was
passed in general meeting as required
under first proviso to section 188: N.A.
2. Details of material contracts or arrangements or
transactions at arm’s length basis:
a. Name(s) of the related party and nature
of relationship: N.A.
b. Nature of
contracts/arrangements/transaction:
N.A.
c. Duration of the
contracts/arrangements/transactions:
N.A.
d. Salient terms of the contracts or
arrangements or transactions including
the value, if any: N.A.
e. Date(s) of approval by the Board, if
any: N.A.
f. Amount paid as advances, if any: N.A.
By Order of the Board For Ridings Consulting Engineers India Limited
Sd/- Sain Ditta Baveja Chairman & Managing Director Place: New Delhi Date: 03.09.2018
ANNEXURE “E” TO THE DIRECTORS’ REPORT
Conservation of Energy, Technology Absorption and
Foreign Exchange Earnings and Outgo
The information under section 134(3) of the Companies Act,
2013 read with Rule 8(3) of the Companies (Accounts)
Rules, 2014 for the year ended March 31, 2018 is given
below and forms part of the Directors’ Report.
A. Conservation of Energy
The operations of the Company does not involve
manufacturing hence the consumption of energy is at
minimal level. However, the Company takes necessary
steps in order to reduce the consumption of energy as much
as it can and reduce the damage to the environment.
B. Technology Absorption
Efforts in brief, made towards Technology
absorption, adaptation and innovation:
The Company operates in an industry where the
technology plays a major role in its output. We try
to adopt the advance technology as per the need
of the hour and teach the employees to implement
it in the operations of the Company to increase the
output and accuracy of its services.
Benefits derived as a result of the above
efforts:
Improvement in overall productivity, quality of the
services and reduced process scrap and cost.
36
In case of imported technology (imported
during the last 3 years reckoned from the
beginning of the financial year), following
information may be furnished:
Not Applicable as there was no such instance.
The expenditure incurred on Research and
Development
Company has not incurred any expenditure on
Research and Development.
C. Foreign Exchange Earnings & Outgo
a) Activities relating to exports, initiatives
taken to increase exports, development
of new export markets for products and
services and export plans. :
b) The details of earnings in foreign
currency and outgo of foreign currency
are as under:
Particular Year ended 31.03.2018
Year ended 31.03.2017
A) Foreign currency used for:
a) Raw Materials Nil Nil b) Capital Goods Nil Nil
c) Expenditure in foreign currency
83,311,805 54,973,953
B) Earnings in foreign currency
96,747,242 64,897,598
By order of the Board For Ridings Consulting Engineers India Limited
Sd/- Sain Ditta Baveja Chairman & managing Director DIN: 01283893 Place: Delhi Date: 03/09/2018
ANNEXURE “F” TO THE DIRECTORS’ REPORT NOMINATION AND REMUNERATION POLICY
Preamble:
This Nomination and Remuneration Policy is being
formulated in compliance with Section 178 of the Companies
Act, 2013 (“the Act”) read along with Rules there under and
Regulation 19 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as amended
from time to time.
Applicability:
This Nomination and Remuneration Policy (the “Policy”)
applies to the Board of Directors (the “Board”), Key
Managerial Personnel (the “KMP”) and the Senior
Management Personnel of Ridings Consulting Engineers
India Limited (the “Company”).
Definitions:
“Remuneration” means any money or its equivalent given or
passed to any person for services rendered by him/her and
includes perquisites as defined under the Income Tax Act,
1961;
“Key Managerial Personnel” means:
1. Managing Director, or Chief Executive Officer or
Manager and in their absence, a Whole Time
Director.
2. Company Secretary.
3. Chief Financial Officer.
4. Such other officer as may be prescribed.
“Senior Management Personnel” means the personnel of
the Company who are members of its core management
team excluding Board of Directors. Normally, this would
comprise all members of management of rank equivalent to
General Manager and above, including all functional heads.
Objectives:
The objective of the policy is to ensure that:
1. The level and composition of remuneration is
reasonable and sufficient to attract, retain and
motivate directors for the quality required to run
the company successfully;
2. Relationship of remuneration to performance is
clear and meets appropriate performance
benchmarks; and
3. Remuneration to Directors, Key Managerial
Personnel and Senior Management involves a
37
balance between fixed and incentive pay reflection
short and long term performance objectives
appropriate to the working of the Company and its
goals.
Role of the Committee:
Nomination and Remuneration Committee being constituted
in compliance of Section 178 of the Companies Act, 2013
(“the Act”) read along with rules thereunder and Regulation
19 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended from time to
time, will be working as under:
The Role of the Committee will be the following:
1. To formulate criteria for determining qualifications,
positive attributes and independence of the
director.
2. To formulate criteria for evaluation of Independent
Directors, Board and its Committees.
3. To identify persons who are qualified to become
Directors and who may be appointed in Senior
Management in accordance with the criteria laid
down in this policy.
4. To carry out evaluation of Director’s performance.
5. To recommend to the Board the appointment and
removal of Directors and Senior Management.
6. To recommend to the Board policy relating to
remuneration for Directors, Key Managerial
Personnel and Senior Management.
7. To devise a policy on Board diversity, composition
and size.
8. To carry out any other function as is mandated by
the Board from time to time and / or enforced by
any statutory notification, amendment or
modification, as may be applicable.
9. To perform such other functions as may be
necessary or appropriate for the performance of
their duties.
Appointment and Removal of Director, Key Managerial
Personnel and Senior Management:
1. The Committee shall identify and ascertain the
integrity, qualification, expertise and experience of
the person for appointment as Director, KMP or at
Senior Management level and recommend hi/her
appointment as per Company’s policy.
2. A person should possess adequate qualification,
expertise and experience for the position he/she is
considered for appointment. The Committee has
authority to decide whether qualification, expertise
and experience possessed by a person are
sufficient/ satisfactory for the position.
3. The Company shall not appoint or continue the
employment of any person as Whole-time Director
who has attained the age of seventy years.
Provided that the term of the person holding this
position may be extended beyond the age of
seventy years with the approval of shareholders
by passing a special resolution.
4. The Company shall not appoint or continue the
employment of any person as whole-time director
who is undercharged insolvent or has at any time
been adjudged as an insolvent.
Term/Tenure
a) Managing Director / Whole Time Director:
The Company shall appoint or re-appoint any
person as its Executive Chairman, Managing
Director or Executive Director for a term not
exceeding five years at a time. No re-appointment
shall be made earlier than one year before the
expiry of term.
b) Independent Director:
Company shall have at least 50% of the total
number of directors as independent directors and
all independent directors shall meet the criteria as
laid down in section 149(6) of the Act.
An Independent Director shall hold office for a
term up to five consecutive years on the Board of
the Company and will be eligible for re-
appointment on passing of an ordinary resolution
by the Company and disclosure of such
appointment in the Board’s report.
No Independent Director shall hold office for more
than two consecutive terms of up to maximum of
5 years each, but such Independent Director shall
be eligible for appointment after expiry of three
years of ceasing to become an Independent
Director.
Provided that an Independent Director shall not,
during the said period of three years, be appointed
in or be associated with the Company in any other
capacity, either directly or directly.
At the time of appointment of Independent Director
it should be ensured that number of Boards on
which such Independent Director Serves is
restricted to seven listed companies as an
38
Independent Director and three listed companies
as an Independent Director in case such person is
serving as a whole time director of a listed
Company or such other number as may be
prescribed under the Act.
Evaluation:
The Committee shall carry out evaluation of performance of
Director, KMP and Senior Management Personnel yearly or
at such intervals as may be considered necessary.
Removal:
The Committee may recommend with reasons recorded in
writing removal of a Director, KMP or Senior Management
Personnel subject to the provisions and compliance of the
Companies Act, 2013, rules and regulations and policy of
the Company.
Retirement:
The Director, KMP and Senior Management Personnel shall
retire as per the applicable provisions of the Act. The Board
will have the discretion to retain the Director, KMP and
Senior Management Personnel in the same position/
remuneration or otherwise even after attaining the
retirement age for the benefit of the Company.
Policy for Remuneration to Directors/KMP/Senior
Management Personnel:
1) Remuneration to Managing Director/ Whole
Time Directors:
a. Remuneration/ Commission etc. to be
paid to Managing Director/ Whole Time
Directors etc. shall be governed as per
provisions of the Companies Act, 2013,
Schedule V of the Act and rules made
thereunder or any other enactment for
the time being in force and the
approvals obtained from the members
of the Company.
b. The Nomination and Remuneration
Committee shall make such
recommendations to the Board of
Directors, as it may consider
appropriate with regard to remuneration
to Managing Director/ Whole Time
Directors to attract, retain and motivate
them.
c. Company may make a balance in
remuneration by fix and variable
reflecting short term and long term
performance and working of the
Company.
2) Remuneration to Non-Executive/ Independent
Directors:
a. The Non-Executive / Independent
Directors may receive siting fee and
such other remuneration as permissible
under the provisions of the Companies
Act, 2013 read with rules thereunder
and provisions of SEBI (Listing
Obligations and Disclosure
Requirements) Regulations, 2015. The
amount of siting fees shall be such as
may be recommended by the
Nomination and Remuneration
Committee and approved by the Board
of Directors and members from time to
time.
b. All the remuneration of the Non-
Executive / Independent Directors
(excluding remuneration for attending
meetings as prescribed under section
197 (5) of the Companies Act, 2013)
shall be subject to ceiling/ limits as
provided under the Companies Act,
2013 and rules made thereunder or any
other enactment for the time being in
force. The amount of such remuneration
shall be such as may be recommended
by the Nomination and Remuneration
Committee and approved by the Board
of Directors or shareholders, as the
case may be.
c. An Independent Director shall not be
eligible to get Stock Options and also
shall not be eligible to participate in any
share based payment schemes of the
Company.
d. Any remuneration paid to Non-
Executive/Independent Directors for the
services rendered which are
professional in nature shall not be
considered as part of the remuneration
for the purpose of clause(b) above if the
following conditions are satisfied:
39
i. The services are rendered by
such Director in his capacity
as the professional; and
ii. In the opinion of the
Company, the director
possesses the requisite
qualification for the practice of
that profession.
3) Remuneration to Key Managerial Personnel and
Senior Management:
a. The remuneration to Key Managerial
Personnel and Senior Management
shall consist of fixed pay and incentive
pay reflecting their short term and long
term performance and working, in
compliance with the provisions of the
Companies Act, 2013 and in
accordance with the Company’s policy.
b. The Compensation Committee of the
Company, constituted for the purpose of
administering the Employee Stock
Option/ Purchase schemes, shall
determine the stock options and other
share based payments to be made to
Key Managerial Personnel and Senior
Management.
c. The Incentive pay shall be decided on
the balance between performance of the
Company and performance of the key
managerial personnel and Senior
Management, to be decided annually or
at such intervals as may be considered
appropriate.
Loan to KMP, Senior Management and other Employees
of the Company: (Except Director which is governed by
Section 185 of the Companies Act, 2013)
1) Company may consider the loan applications
received from KMP, Senior Management and
other employees of the Company.
2) The loan may be granted/ sanctioned for purchase
of vehicle, medical treatment of self and family
dependent or to meet other personal expenditure.
3) The loan may be given at a concessional rate of
interest or interest free at the sole discretion of the
Board/Company.
4) The amount of loan, repayment period and the
mode of repayment, amount of installment,
extension and other relevant terms & conditions
may be decided by the Board/ Company as they/
it deem fit or suitable from time to time.
5) The Company may take suitable steps to secure
the loan given by availing collateral security,
deposit of title deed/papers of the vehicle/property
concerned or by taking post-dated cheques or any
other way.
Implementation:
1) The committee may recommend to the Board or
Board may issue guidelines, procedures, formats,
reporting mechanism and manuals in supplement
and for better implementation of this policy as
considered appropriate.
2) The committee may delegate any of its powers to
one or more of its members or directors of the
Company.
The NRC may recommend changes, if any, or the Board
may itself amend the policy from time to time in accordance
with Act, Rules and Provisions in force.
By order of the Board For Ridings Consulting Engineers India Limited
Sd/- Sain Ditta Baveja Chairman & managing Director DIN: 01283893 Place: Delhi Date: 03.09.2018
40
ANNEXURE “G” TO THE DIRECTORS’ REPORT
Details under Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014
Rule Particulars
(i) The Ratio of remuneration of each director to the median remuneration of the employees of the Company for the financial year
a) Mr. Sain Ditta Baveja (Managing Director) b) Mr. Praveen Kumar Baveja (Whole Time Director)
16.67 13.33
(ii) The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary in the financial year.
a) Mr. Sain Ditta Baveja (Managing Director) b) Mr. Praveen Kumar Baveja (Whole Time Director) c) Mr. Sudhir Kumar Baveja (Chief Financial Officer) d) Mr. Abhishek Bhargav (Company Secretary)
25 Nil Nil Nil
(iii) * The percentage increase in the median remuneration of employees in the financial year is 21%.
(iv) The number of permanent employees on the rolls of the Company is 99.
(v) The explanation on the relationship between average increase in remuneration and Company performance
The Average increase is based on the objectives of Remuneration Policy of the Company that is designed to attract, motivate and retain the employees who are the drivers of organization success and helps the Company to retain its industry competitiveness. Pay mix is designed to reflect the performance and is aligned to the long term interests of the shareholders.
(vi) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in managerial remuneration
The average increase in the salary of the employees from the last financial year has been in same lines with the increase in the managerial remuneration. There has been no exceptional circumstance for increase in managerial remuneration. All increase in the remuneration has been as per the remuneration policy adopted by the Company.
(vii) It is hereby confirmed that the remuneration is as per the Remuneration Policy of the Company Note:
(a) The Non-Executive Directors of the Company are entitled for sitting fees and commission as per statutory provisions and within the time limits approved by the shareholders. The details of remuneration of Non-Executive Directors are provided in the Corporate Governance Report. The ratio of remuneration and percentage increase for Non-Executive Directors is therefore not considered for the above purpose.
(b) the median remuneration of employees of the company was Rs. 15,000/-
(c) The median remuneration calculated on the basis of employee who worked for the whole financial year 2017-18. (d) For calculation of median remuneration of employee total remuneration paid during the year was taken of all the employee except contract labour. Employee join/left during the year were not considered for this calculation.
By order of the Board For Ridings Consulting Engineers India Limited
Sd/- Sain Ditta Baveja Chairman & managing Director DIN: 01283893 Place: Delhi Date: 03/09/2018
41
ANNEXURE “H” TO THE DIRECTORS’ REPORT
Declaration of Chairman and Managing Director
regarding Compliance by Board Members and
Senior Management Personnel with the
Company’s Code of Conduct
I hereby confirm that the Company has, in respect
of the Financial Year ended 31st March 2018,
received a declaration of Compliance with the
Code of Conduct from the Senior Management
Team of the Company and the members of the
Board as applicable to them.
By the order of the Board
For Ridings Consulting Engineers India
Limited
Sd/-
(Sain Ditta Baveja)
Chairman and Managing Director
Place: Delhi
Date: 03/09/2018
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Industry structure and developments
Geospatial industry is in the midst of a major
technology change driven by digitization and
interconnectivity and is being heavily influenced
by Artificial Intelligence, Deep Learning, Internet of
Things, Big Data and Cloud Computing- the key
elements of the 4th Industrial Revolution. In turn,
the location component embedded in applications
and solutions provided through various platforms,
is not only impacting economies, but also
societies. India has achieved a lot in the past few
decades, both as an economy and in terms of
social development milestones, however, the full
potential of geospatial data, tools, technologies
and solutions is yet to be channelized in the
country. Optimum utilization of geospatial
technologies can fast track the development
taking place in the country, leading to geospatial
readiness which is key to digital innovation
contributing significantly to overall GDP growth.
Keeping this in mind, the geospatial information
and technology solutions are critical to effective
planning and implementation of programs under
New India Vision (Vision 2022). The India
Geospatial industry is strong in service domain
generally into servicing geospatial data capturing,
data processing and integration, applications and
solutions development, services across multiple
sectors, along with few global leaders establishing
their global R & D centers in India. There is a
broad consensus that Indian Geospatial industry
is capable of delivering more on the export front
adding further value to its international clientele
and simultaneously generating employment
opportunities as well as spillover effects for the
Indian economy.
The domestic geospatial market in India is
expected to grow at a healthy 13.8% CAGR till FY
2010-21. This is due to both expansion and
advancement of the market in value terms.
However, the Indian market continues to be
challenging for the Indian geospatial industry be it
in terms of a challenging policy environment,
budget constraints, technology integration
constraints at user end, low awareness or
appreciation for benefits of geospatial solutions,
competition from government data / service
providers, procurement practices and payment
issues. The infrastructure sector leads the Indian
Geospatial market with an estimated share of
22.1%. It will maintain its pole position with
projected growth at 16.6% CAGR till FY 2020-21,
followed by other application areas such as urban
development, utilities, water resources, etc.
However, a look at the advancement in geospatial
adoption revels that more often than not,
geospatial is used to perform functions like map-
based visualization and geo tagging based
42
decision support systems. Geospatial
technologies are still not being used as an
analytical tool or getting integrated with other
enterprise level systems and processes to
improve enterprise wide efficiencies.
Opportunities and threats
The recent shift of paradigm towards development
of smart cities throughout the developing countries
across the world has sprung open a wide array of
opportunities for the GIS industry. The
opportunities have multiplied a lot and the
Company is looking forward to cater to as many
opportunities within its ambit to grow itself and in
turn provide value to its stakeholders. With the
opening of new opportunities in the industry like
the smart cities and AMRUT cities projects, the
crown jewel of Prime Minister Mr. Narendra Modi
development plan for India, the competition has
also grown. Although the new entrants in the
industry lacks the experience and the knowledge,
their entry has reduced the pricing of the projects
which in turn might have effect on the profitability
of the Company.
Product wise performance
The services offered by companies are diverse
however together they form a complete solution
towards creation of a smart network. The
Company provides a variety of services/surveys
like Topographical survey, Base map creation,
Consumer Indexing, Property survey,
Underground utility survey, Point of Interest (POI)
collection, ABD (As-Built drawing), Building
Footprint Digitization. The performance of each
product during a financial year depends on the
stage of project the Company is entering or
executing irrespective of the ongoing projects the
management and its core team works towards
acquiring as much projects as they can.
Outlook
There is a lot of potential for growth in the turnover
of the Company because of the rising demand of
the services provided by the Company and the
demand will be increasing many folds in the
coming time. The smart city and AMRUT projects
are beings aggressively pursued by the
Government of India which are creating major
employment and revenue generation for the GIS
industry, the Company’s CEO Mr. Praveen Kumar
Baveja is of the mindset that if the energy and
efforts of the Company are invested in this
direction the Company can achieve new heights in
terms of growth both as a brand and revenue.
Risks and concern
Your Company continuously ascertains risk and
concerns in the Geospatial industry affecting its
present operations, future performances and
business environment. In order to overcome such
risk and concerns your Company adopts
preventive measures as considered expedient
and necessary. The current geospatial market in
the country derives its revenue from the
government and regulatory bodies and at times
the payment of the projects gets delayed which
impacts the ongoing projects. Management has
come out with different options to reduce such
impacts and maintain a good cash flow for each
project.
Internal control systems and their adequacy
The Company has adequate internal control
system, commensurate with the size of its
operations. Adequate records and documents are
maintained as required by laws. The Audit
committee reviews adequacy and effectiveness of
the Company’s internal control environment and
monitors the implementation of audit
recommendations. The Audit Committee gives
valuable suggestions from time to time for
improvement of the Company’s business
processes, systems and internal controls. All
efforts are being made to make the internal control
systems more effective.
Discussion on financial performance with
respect to operational performance
The Financial performance of the Company has
been satisfactory despite some delay in
payments and your Company is doing well on
fulfilling its objectives of growth, profitability and
maximization of shareholder’s wealth. During the
43
year the Company made net profit of Rs.
12,397,076.00
Material development in Human Resources /
Industrial Relations front, including number
of people employed
The Company always believes that its growth is
closely linked with the growth and overall
development of its employees. The Company is
committed to upgrade the skill of its employees
and to create an environment where excellence is
recognized and rewarded. The target is to place
right people at right position and to enhance the
working efficiency, speed, competency and time
management skill of its employees. The
Company’s endeavor is to create an environment
where people can use all of their capabilities in
promoting the business of the Company. Number
of people employed by the Company as on March
31, 2018 are 99.
By order of the Board For Ridings Consulting Engineers India Limited
Sd/- Sain Ditta Baveja Chairman & managing Director DIN: 01283893 Place: Delhi Date: 03/09/2018
CORPORATE GOVERNANCE REPORT
The Directors present the Company’s Report on Corporate
Governance for the year ended March 31, 2018, in terms of
Regulation 34(3) read with Schedule V of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 (“Listing Regulations”).
1. Company’s Philosophy on Code of
Governance
Corporate Governance is the application of best
management practices, compliances of law and
adherence to ethical standards to achieve the
Company’s objective of enhancing shareholder’s
value and discharge of social responsibilities.
Adopting high standards gives comfort to all
existing and potential stakeholders including
government and regulatory authorities,
customers, suppliers, bankers, employees and
shareholders. Your Company believes in adopting
and adhering to the best standards of Corporate
Governance.
2. Board of Directors
The Board of Directors has optimum combination
of both Executive and Independent Non-
Executive Directors. The Board Comprises of two
executive directors and 3 independent non-
executive directors. The Chairman of the
Company is an executive director. Accordingly,
composition of the Board is in conformity with the
SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. Except the
Managing Director and Independent Directors all
other directors are liable to retire by rotation.
Board Meeting:
The Board meets at regular intervals to discuss
and decide on business strategies/policies, review
the financial performance of the Company and
other matters. The notice of the meeting is given
well in advance to all the Directors. The agenda of
the Board Meetings is set by the Company
Secretary in consultation with the Chairman &
Managing Director of the Company. The agenda
of the Board Meetings include detailed notes on
the items to be discussed at the Meeting to enable
the Directors to take an informed decision.
During the year under review, Sixteen Board
Meetings were held on 17.04.2017, 31.07.2017,
01.08.2017, 29.09.2017, 30.09.2017, 09.11.2017,
27.11.2017, 20.12.2017, 02.01.2018, 16.01.2018,
29.01.2018, 20.02.2018, 28.02.2018, 21.03.2018,
22.03.2018 and 27.03.2018 and the time gap
between two meetings did not exceed 120 days.
All statutory and other important items /
information were placed before the Board for
approval / review.
The composition and category of Board of
Directors, attendance of the Directors at the Board
44
Meetings and Annual General Meeting and also
number of Directorship in other Indian companies
and membership of the Committee (Audit
Committee, Stakeholders Relationship Committee
and Nomination & Remuneration Committee) of
the Board of such Companies are as follows:
Name of Directors & DIN
Date of Appointment/ Resignation
Category Attended the last AGM
No. of Board Meetings attended
No. of shares held in the Company
No. of Directorship in other Companies
No. of Committee membership held other than RCE
As Chairman As Member
Sain Ditta Baveja (01283893)
28/12/1995 Promoter, Executive Director
Yes 16 7937600 1 Nil Nil
Praveen Kumar Baveja (06778950)
26/12/2017 Executive Director
Yes 16 132000 1 Nil Nil
Sudhir Kumar Baveja (01283947)
24/07/2017 (Resignation)
Promoter, Executive Director
Yes 16 136400 1 Nil Nil
Bharti Sinha (07985813)
14/11/2017 Independent non- executive
No 8 Nil Nil Nil Nil
Rajeev Lal (01544758)
26/12/2017 Independent non- executive
No 1 Nil 1 Nil Nil
Raj Kumar (08027782)
26/12/2017 Independent non- executive
No 8 Nil Nil Nil Nil
Information supplied to the Board among
others
The Company provides the set of information as
set out in Regulation 17 read with Part-A of
Schedule II of the Listing Regulation to the Board
and the Board Committees to the extent it is
applicable and relevant. Such information is
submitted as part of the agenda papers in
advance of the respective meetings. The day to
day business is conducted by the officers and
managers of the Company under the control and
supervision of Board of the Company. The Board
generally meets every month to review and
discuss the performance of the Company, its
future plans, strategies and other pertinent issues
relating to the Company. The Board performs the
following specific functions in addition to its other
functions:
• Review, monitor and approve major
financial and business strategies and
corporate actions.
• Assess critical risk facing the Company,
review options for their mitigation.
• Provide counsel on the selection,
evaluation, development and
compensation of senior management.
The Company holds minimum of four Board
meetings in each year. Apart from the four pre-
scheduled Board meetings, additional Board
meetings will be convened by giving appropriate
notice at any time to address the specific needs of
the Company. The Board may also approve
urgent matters by passing resolution by
circulation. The meetings are held at the
Company’s Registered/Corporate office and the
procedure is as follows:
a) The Chairman and Managing
Director, Chief Executive Officer,
Chief Financial Officer and
Company Secretary in consultation
with other concerned persons in
the senior management finalize the
agenda papers for the Board
Meetings.
b) Agenda papers are circulated to
the Directors, in advance, in the
defined agenda format. All material
information is incorporated in the
agenda papers for facilitating
meaningful, informed and focused
discussions at the meeting. Where
it is not practicable to attach any
document to the agenda, the same
45
are placed on the table at the
meeting with specific reference to
this effect in the agenda.
c) In special and exceptional
circumstances, additional or
supplementary item(s) on the
agenda are permitted. Sensitive
subject matters may be discussed
at the meeting without written
material being circulated in
advance or at the meeting.
d) Board support: the Company
Secretary attends Board/Board
Committee meetings and advises
on Compliances with applicable
laws and governance.
e) The Company Secretary records
the minutes of the proceeding of
each Board and Committee
meetings. Draft minutes are
circulated to all the members of the
Board for their comments. The
minutes of proceedings of a
meeting are entered in the Minutes
Book within 30 days from the
conclusion of the meeting.
f) Post meeting mechanism: The
important decision taken at the
Board/ Board committee meetings
are communicated to the
concerned department/ divisions.
Separate meeting of Independent Directors
As stipulated by the Code of Independent
Directors under the Companies Act, 2013, and the
SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, a separate
meeting of the Independent Directors was held on
March 27, 2018 to review the performance of Non-
Independent Directors (including the Chairman)
and the Board as a whole. The Independent
Directors also reviewed the quality, content and
timelines of the flow of information between the
Management and the Board and its committees
which is necessary to effectively and reasonably
perform and discharge their duties. The
Independent Directors found the performance of
Non- Independent Directors (including Chairman)
and the Board as well as the flow of information
between the Management and the Board to be
satisfactory. All independent directors were
present at the meeting.
Induction & Training of Board members
(Familiarization Program for Independent
Directors)
Letter of Appointment(s) are issued to
Independent Directors setting out in detail, the
terms of appointment, duties, responsibilities and
expected time commitments. Each newly
appointed Director is taken through a formal
induction program. The details of it can be found
on the website of the i.e. www.ridingsindia.com.
Evaluation of the Board’s Performance
The Board has a formal mechanism for evaluating
its performance and as well as that of its
committees and individual Directors, including the
Chairman of the Board based on the criteria laid
down by Nomination and Remuneration
Committee. For more information please find
Board’s Performance Evaluation Policy in the
annexure to the Board’s Report.
3. Audit Committee
The Company has a qualified and Independent
Audit Committee and is being headed by Mrs.
Bharti Sinha at present. The other members of the
Committee are Mr. Rajeev Lal and Mr. Praveen
Kumar Baveja. The Company Secretary of the
Company acts as the Secretary of the Committee.
Terms of Reference:
1. Oversight of the listed entity’s financial
reporting process and disclosure of its
financial information to ensure that the
financial statement is correct, sufficient
and credible;
2. Recommendation for appointment,
remuneration and terms of appointment
of auditors of the listed entity;
3. Approval of payment of statutory
auditors for any other services rendered
by the statutory auditors;
4. Reviewing, with the management, the
annual financial statements and
auditor’s report thereon before
submission to the Board for approval;
5. Reviewing, with the management, the
half yearly financial statements before
submission to the Board for approval,
with particular reference to:
46
� Matters required to be
included in the director’s
responsibility statement to be
included in the Board’s report
in terms of clause (c) of sub-
section (3) of section 134 of
the Companies At, 2013;
� Changes, if any, in the
accounting policies and
practices and reasons for the
same;
� Major accounting entries
involving estimates based on
the exercise of judgment by
management;
� Significant adjustments made
in the financial statements
arising out of audit findings;
� Compliance with listing and
other legal requirements
relating to financial
statements;
� Disclosure of any related
party transactions; and
� Modified opinion(s) in the
draft audit report.
6. Reviewing, with the management, the
statement of uses / application of funds
raised through an issue (public issue,
right issue, preferential issue, etc.), the
statement of funds utilized for the
purposes other than those stated in the
offer document / prospectus / notice and
the report submitted by the monitoring
agency monitoring the utilization of
proceeds of a public or rights issue and
making appropriate recommendations
to the Board to take up steps in this
matter;
7. Reviewing and monitoring the auditor’s
independence and performance and
effectiveness of audit process;
8. Approval or any subsequent
modification of transactions of the listed
entity with related parties;
9. Scrutiny of inter-corporate loans and
investments;
10. Valuation of undertakings or assets of
the listed entity, wherever it is
applicable;
11. Evaluation of Internal financial controls
and risk management systems;
12. Reviewing, with the management,
performance of statutory and internal
auditors, adequacy of internal control
systems;
13. Reviewing the adequacy of internal
audit function, if any, including the
structure of the internal audit
department, staffing and seniority of the
official heading the department,
reporting structure coverage and
frequency of internal audit;
14. Discussion with internal auditors of any
significant findings and follow up there
on;
15. The Audit committee may call for the
comments of the auditors about internal
control systems, the scope of audit,
including the observations of the
auditors and review of financial
statement before their submission to the
Board and may also discuss any related
issues with the internal and statutory
auditors and the management of the
Company;
16. Discussing with the statutory auditors
before the audit commences, about the
nature and scope of audit as well as
post-audit discussion to ascertain any
area of concern;
17. Reviewing the findings of any internal
investigations by the internal auditors
into matters where there is suspected
fraud or irregularity or a failure of
internal control systems of a material
nature and reporting the matter to the
Board;
18. The Audit Committee shall have
authority to investigate into any matter
in relation to the items specified in
section 177(4) of the Companies Act,
2013 or referred to it by the Board;
19. To look into the reasons for substantial
defaults in payment to the depositors,
debenture holders, shareholders (in
47
case of non-payment of declared
dividends) and creditors;
20. To review the functioning of the whistle
blower mechanism;
21. Approving the appointment of the Chief
Financial Officer (i.e. the whole time
finance director or any other person
heading the finance function) after
assessing the qualifications, experience
and background, etc. of the candidate;
22. Audit committee shall oversee the vigil
mechanism;
23. Audit Committee will facilitate
KMP/auditor(s) of the Company to be
heard at the meetings;
24. Carrying out any other function as is
mentioned in the terms of reference of
the audit committee or containing into
SEBI Listing Regulations, 2015
Further the Audit Committee shall mandatorily
review the following:
a) Management discussion and analysis of
financial condition and results of
operations;
b) Statement of significant related party
transactions (as defined by the audit
committee) submitted by the
management;
c) Management letters/ letters of internal
control weaknesses issued by the
statutory auditors;
d) Internal audit reports relating to internal
control weaknesses;
e) The Appointment, removal and terms of
remuneration of the chief internal
auditor shall be subject to review by the
audit committee; and
f) Statement of deviations:
� Quarterly statement of
deviation(s) including report
of monitoring agency, if
applicable, submitted to stock
exchange (s) in terms of
Regulation 32(1).
� Annual statement of funds
utilized for purposes other
than those stated in the offer
document/prospectus/notice
in terms of Regulation 32(7).
The Audit Committee has the following powers:
� To investigate any activity within its terms of
reference.
� To seek information from any employee.
� To obtain outside legal or other professional
advice.
� To secure attendance of outsiders with
relevant expertise, if it considers necessary.
At the invitation of the committee, the Statutory
Auditor and the Secretary of the Company who is
acting as Secretary to the Company also, attend
the Audit Committee meetings to answer and
clarify the queries raised at the committee
meetings. During the financial year under review,
2017-18, there were no meeting of the Committee.
S. No.
Name of Member Position held
1 Bharti Sinha Chairperson
2 Praveen Kumar Baveja
Member
3 Rajeev Lal Member
4. Nomination and Remuneration Committee
Terms of Reference
� Identify persons who are qualified to
become directors and may be appointed
in senior management in accordance
with the criteria laid down, recommend
to the Board their appointment and
removal and shall carry out evaluation of
every director’s performance.
� Formulate the criteria for determining
the qualifications, positive attributes and
independence of a director and
recommend to the Board their
appointment and removal and shall
carry out evaluation of every director’s
performance;
� Formulation of criteria for evaluation of
performance of independent directors
and the Board of directors;
� Devising a policy on diversity of Board
of Directors;
� Whether to extend or continue the term
of appointment of the Independent
Director on the basis of the report of
48
performance evaluation of independent
directors;
� Determine our Company’s policy on
specific remuneration package for the
Managing Director / Executive Director
including pension rights;
� Decide the salary, allowances,
perquisites, bonuses, notice period,
severance fees and increment of
Executive Directors;
� Define and implement the Performance
Linked Incentive Scheme (including
ESOP of the Company) and evaluate
the performance and determine the
amount of incentive of the Executive
Directors for the purpose.
� Decide the amount of Commission
payable to the Whole Time Directors;
� Review and suggest revision of the
Executive Directors keeping in view the
performance of the Company,
standards prevailing in the industry,
statutory guidelines, etc.; and
� To formulate and administer the
Employee Stock Option Scheme
The Composition of the Committee during
the period under review is mentioned below:
S. No.
Name of Member
Position held
1 Bharti Sinha Chairperson
2 Raj Kumar Member
3 Rajeev Lal Member
Performance Evaluation Criteria for
Independent Directors:
The Nomination and Remuneration
Committee has laid down the criteria for
performance evaluation of Independent
Directors which are as under:
Areas of Evaluation
1. Attendance and Participation in the
Meetings.
2. Raising of concerns to the Board.
3. Safeguard of confidential
information.
4. Rendering of independent,
unbiased opinion and resolution of
issues at meetings.
5. Initiative in terms of new ideas and
planning for the Company.
6. Safeguarding interest of whistle-
blowers under vigil mechanism.
7. Timely inputs on the minutes of the
meetings of the Board and
Committee’s, if any.
5. Remuneration of Directors
A. The Non-Executive Directors does not
have any other material pecuniary
relationship or transactions with the
Company during the year.
B. Criteria for making payments to non-
executive directors are available on the
website of the Company i.e.
www.ridingsindia.com.
C. Disclosures with respect to
remuneration
Name of Director Business relationship with the Company
Remuneration paid during 2017-18 (Amount in Rs.)
All elements of remuneration package i.e. salary, benefit, bonuses, pension, etc.
Fixed components and performance linked incentives along with performance criteria
Service contract, Notice period, Severance fee
Stock option details, if any
Sain Ditta Baveja Managing Director & Chairman
22,00,000 Nil Nil Nil
Sudhir Kumar Baveja* Executive Director 6,00,000 Nil Nil Nil
Praveen Kumar Baveja Whole Time Director & CEO
24,00,000 Nil Nil Nil
Bharti Sinha** Non- Executive Independent Director
Nil Nil Nil Nil
Raj Kumar*** Non- Executive Independent Director
Nil Nil Nil Nil
Rajeev Lal**** Non- Executive Independent Director
Nil Nil Nil Nil
49
* Mr. Sudhir Kumar Baveja resigned from the post of director on July 24, 2017 ** Ms. Bharti Sinha was inducted on the Board on November 14, 2017 *** Mr. Raj Kumar was inducted on the Board on December 26, 2017 **** Mr. Rajeev Lal was inducted on the Board on December 26, 2017
6. Stakeholders’ Relationship Committee
The Board has constituted Stakeholders
Relationship Committee to approve the matters
relating to transfer of shares, change in address,
issue of duplicate share certificates, non-
certificates, non-receipt of Annual Reports, non-
receipt of dividend and review and Redressal of
shareholders / Investors’ grievances. Sufficient
powers have been delegated to this Committee.
The power of approving transfer of security as well
as rematerialization of securities have been
delegated to the Company Secretary.
The Composition of the Committee is stated
below:
S. No.
Name of Member
Position held
1 Bharti Sinha Chairperson
2 Raj Kumar Member 3 Rajeev Lal Member
Mr. Abhishek Bhargav, Company Secretary of the
Company is the secretary to the committee.
In the Financial Year 2017-18, the Company has
not received any investor compliant.
In the Financial Year 2017-18 the Company has
no compliant which is not solved to the satisfaction
of the shareholder.
In the Financial Year 2017-18, the Company has
no pending investor complaint.
7. General Body Meetings
Location and Time of last three Annual General
Meetings were:
Financial Year Venue Date & Time Whether any special resolution
passed
2016-17 13/81, Lower Ground Floor, Vikram Vihar, Lajpat Nagar- Iv, New Delhi- 110024
September 30, 2017 11:00 AM
No
2015-16 13/81, Lower Ground Floor, Vikram Vihar, Lajpat Nagar- Iv, New Delhi- 110024
September 30, 2016 11:00 AM
No
2014-15 13/81, Lower Ground Floor, Vikram Vihar, Lajpat Nagar- Iv, New Delhi- 110024
September 30, 2015 11:00 AM
No
8. Means of Communication
The Company has a website i.e.
www.ridingsindia.com and follows the practice to
upload the Half Yearly and Annual Results
regularly on the website. Your Company being
listed on SME platform of BSE is exempt from the
requirement of publishing results in newspaper
under SEBI (LODR) Regulations, 2015. The
website of the Company display official news
releases. No presentation has been made to
Institutional Investors / Analysts by the Company.
The management discussion and analysis report
forms part of the Annual Report.
9. General Shareholder information
a. Annual General Meeting – date, time
and venue
Friday, September 28, 2018
Hotel Holiday Inn, Mayur Vihar, Phase I,
New Delhi- 110091
b. Financial year
The Company’s financial year covers
period from April 1, 2017 to March 31,
2018.
c. Dividend payment date
No Dividend has been recommended by
the Board of Directors for the financial
year under review. The Company has
not declared any dividend so far hence
there is no unpaid/ unclaimed dividend.
d. The name and address of each stock
exchange(s) at which the listed
entity’s securities are listed and a
confirmation about payment of
annual listing fee to each of such
stock exchange(s).
The shares of the Company are listed
on the BSE- SME Exchange w.e.f.
March 26, 2018. BSE Limited, Phiroze
Jeejeebhoy Towers, Dalal Street,
Mumbai-400 001. The Company has
50
made payment of its listing fee, as
applicable, for the financial year ending
2018-19.
e. Stock code
The shares of the Company are traded
under code BSE- 541151.
f. Market price data- high, low during each month in last financial year
Month Stock Prices
Volume (Nos.) High Low April-17 - - -
May-17 - - -
June-17 - - - July-17 - - -
August-17 - - -
September-17 - - - October-17 - - -
November-17 - - -
December-17 - - - January-18 - - -
February-18 - - -
March-18 2536000 18.50 18.00
g. Performance in comparison to broad-based indices such as BSE Sensex, CRISIL Index etc;
Below comparison is with BSE Sensex:
h. In case the securities are suspended
from trading, the director report shall
explain the reason thereof.
Your Company scrip has never been
suspended till date and the corporate
governance is ensured at each level to
prevent such incidents.
i. Registrar to an issue and share
transfer agents
The Registrar of the Company are
Skyline Financial Services Private
Limited, having office at D-153A, Okhla
Phase-I, New Delhi-110020 website:
www.skylinerta.com
j. Share transfer system
The shares of the Company are
compulsorily traded in dematerialized
form. For transfer of Shares, Company
has appointed Skyline Financial
Services Private Limited, having office
at D-153A, Okhla Phase-I, New Delhi-
110020 website: www.skylinerta.com.
The Company has also entered into
agreement with NSDL and CDSL so as
to provide member an opportunity to
hold and trade equity shares of the
Company in electronic mode.
k. Distribution of shareholding
Range Total No. of Shareholders
% of Total Holders Total Holding % of Shareholding
Up to 5000 0 0 0 0 5001 – 10000 0 0 0 0
10001 – 20000 0 0 0 0
20001 – 30000 0 0 0 0 30001 – 40000 0 0 0 0
40001 – 50000 0 0 0 0
50001 – 100000 47 37.14 3760000 3.02 100000 and above 23 32.86 120640000 96.98
Total 70 100 124400000 100
51
l. Dematerialization shares and
liquidity
The Company’s shares are currently
traded only in dematerialized form at the
BSE Limited. To facilitate trading in
dematerialized form, the Company has
tied up arrangements with both the
present depositories’ viz. National
Securities Depository Limited (NSDL)
and Central Depository Services
Limited (CDSL). At present 100% of the
Company’s Share Capital is in
dematerialized form.
m. Outstanding Global depository
receipts or American depository
receipts or warrants or any
convertible instruments, conversion
date and likely impact on equity.
There are no outstanding Global
Depository Receipts or American
Depository Receipts or warrants or any
convertible instruments.
n. Commodity price risk or foreign
exchange risk and hedging activities.
Nil.
o. Plant locations
The Company is a service industry and
has no plants under its operations.
p. Address for correspondence.
For any assistance regarding
dematerialization/ rematerialization of
shares, Transfer/Transmission of
shares, change of address or any other
query relating to shares, the investors
may please contact with the Registrar &
Share Transfer Agent of the Company
at the following address:
Skyline Financial Services Private
Limited
D-153/A, 1st floor, Phase I, Okhla
Industrial Area, New Delhi, Delhi
110020
10. Disclosures
a. Disclosures on materially significant
related party transactions that may
have potential conflict with the
interests of listed entity at large.
During the financial year ended March
31, 2018, there were no materially
significant related party transactions
that may have potential conflict with the
interests of the Company at large.
b. Details of non-compliance by the
listed entity, penalties and strictures
imposed on the listed entity by stock
exchange(s) or the Board or any
statutory authority, on any matter
related to capital markets, during the
last three years.
Neither were any penalties imposed nor
were any strictures passed by Stock
Exchange or SEBI or any other authority
on any capital market related matters
during the last three years.
c. Details of establishment of vigil
mechanism, whistle blower policy
and affirmation that no personnel has
been denied access to the audit
committee.
The Company has established a well-
defined vigil mechanism and adopted
whistle blower policy is placed on the
website. None of the personnel of the
Company has been denied access to
the audit committee.
d. Details of compliance with
mandatory requirements and
adoption of the non-mandatory
requirements.
The Company has complied with the
mandatory requirements. The Company
may have also adopted some non-
mandatory requirements.
e. Web link where policy for
determining ‘material’ subsidiaries is
disclosed.
The policy as approved by the Board of
Directors of the Company on Material
subsidiaries is placed on the website of
the Company at www.ridingsindia.com.
f. Web link where policy on dealing
with related party transactions.
The policy as approved by the Board of
Directors of the Company on Related
Party Transactions is placed on the
52
website of the Company at
www.ridingsindia.com.
g. Disclosure of commodity price risks
and commodity hedging activities.
During the financial year ended March
31st 2018 the Company did not engage
in commodity hedging activities.
11. Non-Compliance of any requirement of
corporate governance report of sub-paras (2)
to (10) above, with reasons thereof shall be
disclosed
There has been no instance of non-compliance
with regards to above sub-paras (2) to (10) of
corporate governance.
12. Extent to which the Company has adopted the
discretionary requirements as specified in Part
E of Schedule II of SEBI (LODR) Regulations,
2015
A. The Board
The Company doesn’t have a non-
executive Chairperson, hence the
compliance of this regulation is not
binding on the Company
B. Shareholders Rights
Half yearly / Annual Financial Results
are forwarded to the Stock Exchanges
and uploaded on the website of the
Company.
C. Modified opinion(s) in audit report
During the year under review, there was
no modified opinion in the Auditors’
Report on the Company’s financial
statement.
D. Separate posts of Chairperson and
Chief Executive Officer
The Company has kept separate posts
of Chairperson and Chief Executive
Officer and both are headed by different
individuals.
E. Reporting of Internal Auditor
The Internal Auditor shall report directly
to the Audit Committee and shall be a
regular invitee to their meetings.
13. The disclosures of the Compliance with
corporate governance requirements as
specified in regulation 17 to 27 and clauses (b)
to (i) of sub-regulation (2) of regulation 46:
The Company being a SME Listed Company of
BSE Limited, is exempted from the compliance of
corporate governance requirements as provided
under regulations 17 to 27 and clauses (b) to (i) of
sub-regulation (2) of regulation 46. However, the
Company has tried its best to comply with these
regulations.
Disclosure of Accounting Treatment
The Company has followed the treatment laid down in the
Accounting Standards prescribed by the Institute of
Chartered Accountants of India, in the preparation of
financial statements. There is an emphasis in the
Company’s financial statements for the year under review.
Declaration
A signed declaration by the Managing Director stating that
the members of Board of Directors and Senior Management
Personnel have affirmed compliance with the Code of
Conduct of Board of Directors and senior management,
forms a part of annexure to the Directors’ Report.
Demat suspense account/ Un-claimed suspense
account: NA
By the Order of the Board For Ridings Consulting Engineers India Limited Sd/- Sain Ditta Baveja Chairman & Managing Director DIN: 01283893 Place: Delhi Date: 03.09.2018
53
AUDITORS’ CERTIFICATE
To The Members Ridings Consulting Engineers India Limited 1. We have examined the compliance of conditions of Corporate Governance by Ridings Consulting Engineers India Limited for the year ended on 31st March, 2018 as stipulated in SEBI (LODR) Regulation, 2015. 2. The Compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination was limited to the procedures and implementation thereof adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of the opinion on the financial statements of the Company. 3. In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with the conditions of Corporate
Governance as stipulated in the above mentioned SEBI (LODR) regulation, 2015. 4. We state that no investor grievance is pending for a period exceeding one month against the company as per the records maintained by the shareholders / Investors grievance committee. 5. We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company. For Jasleen Kaur and Associates (Company Secretaries) (Jasleen Kaur) Proprietor M. No.: F9084 CP: 10627 Place: Delhi Date: 03/09/2018
CEO’S/CFO’S CERTIFICATION
We, Praveen Kumar Baveja, Chief Executive Officer and Sudhir Kumar Baveja, Chief Financial Officer of Ridings Consulting Engineers India Limited, to the best of our knowledge and belief, certify that: a) We have reviewed Financial Statements and the cash flow statement for the year ended on 31st March, 2018 and that to the best of our knowledge and belief: i) These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading. ii) These statements together present a true and fair view of the Company’s affairs and are in compliance with existing accounting Standards, applicable laws and regulations. b) There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which are fraudulent, illegal or violates the company’s code of conduct. c) We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting and we have disclosed to the auditors and the audit committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps we have to be taken to rectify these deficiencies.
d) We have indicated to the auditors and the audit committee; i) Significant Changes in internal control, if any, over financial reporting, during the year. ii) significant changes in accounting policies, if any, during the year and that the same have been disclosed in the notes to the financial statements; and iii) Instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an employee having a significant role in the company’s internal control system over financial reporting. This certificate has been issued in compliance with the provisions of SEBI (LODR) Regulation, 2015. By the order of the Board For Ridings Consulting Engineers India Limited Sd/- Sd/- Praveen Kumar Baveja Sudhir Kumar Baveja Chief Executive Officer Chief Financial Officer Place: Delhi Date: 03/09/2018
54
Independent Auditor’s Report
To
The Members of Ridings Consulting Engineers India
Limited
Report on the Standalone Financial Statements
We have audited the accompanying Standalone financial
statements of Ridings Consulting Engineers India Limited
(“the Company”), which comprise the Balance Sheet as at
March 31, 2018, the Statement of Profit and Loss, the Cash
Flow Statement for the year then ended, and a summary of
the significant accounting policies and other explanatory
information (‘Financial Statement”)
Management’s Responsibility for the Standalone
Financial Statements
The Company’s Board of Directors is responsible for the
matters stated in Section 134(5) of the Companies Act, 2013
(“the Act”) with respect to the preparation of these
Standalone financial statements that give a true and fair view
of the financial position, financial performance and cash
flows of the Company in accordance with the accounting
principles generally accepted in India, including the
Accounting Standards specified under Section 133 of the
Act, read with Rule 7 of the Companies (Accounts) Rules,
2014. This responsibility also includes maintenance of
adequate accounting records in accordance with the
provisions of the Act for safeguarding of the assets of the
Company and for preventing and detecting frauds and other
irregularities; selection and application of appropriate
accounting policies; making judgments and estimates that
are reasonable and prudent; and design, implementation
and maintenance of adequate internal financial controls, that
were operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to the
preparation and presentation of the Standalone financial
statements that give a true and fair view and are free from
material misstatement, whether due to fraud or error.
Auditor’s Responsibility
Our responsibility is to express an opinion on Standalone
financial statements based on our audit. We have taken into
account the provisions of the Act, the accounting and
auditing standards and matters which are required to be
included in the audit report under the provisions of the Act
and the Rules made there under.
We conducted our audit in accordance with the Standards
on Auditing specified under Section 143(10) of the Act.
Those Standards require that we comply with ethical
requirements and plan and perform the audit to obtain
reasonable assurance about whether the Standalone
financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit
evidence about the amounts and the disclosures in the
Standalone financial statements. The procedures selected
depend on the auditor’s judgment, including the assessment
of the risks of material misstatement of the Standalone
financial statements, whether due to fraud or error. In
making those risk assessments, the auditor considers
internal financial control relevant to the Company’s
preparation of the Standalone financial statements that give
a true and fair view in order to design audit procedures that
are appropriate in the circumstances. An audit also includes
evaluating the appropriateness of the accounting policies
used and the reasonableness of the accounting estimates
made by the Company’s Directors, as well as evaluating the
overall presentation of the Standalone financial statements.
We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our audit
opinion on the financial statements.
Opinion
In our opinion and to the best of our information and
according to the explanations given to us, the aforesaid
Standalone financial statements give the information
required by the Act in the manner so required and give a true
and fair view in conformity with the accounting principles
generally accepted in India, of the state of affairs of the
Company as at 31st March, 2018, and its profit/loss and its
cash flows for the year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the Annexure A, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
55
2. As required by Section 143 (3) of the Act, we report
that:
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.
b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those
c) The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.
d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
e) On the basis of the written representations received from the directors as on 31st March, 2018 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2018 from being appointed as a director in terms of Section 164 (2) of the Act.
f) With respect to the adequacy of the internal financial controls over financial reporting of
the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”.]
g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
i. The Company does not have any pending litigations which would impact its financial position
ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.
iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company}.
For TARUN S GUSAIN & CO Chartered Accountants Firm Registration Number 022847C
Sd/- CA Tarun Singh Gusain Place: New Delhi
Date: 30/05/2018
56
Annexure ‘A’
The Annexure referred to in paragraph 1 of Our Report
on “Other Legal and Regulatory Requirements”.
We report that: Ridings Consulting Engineers India
Limited
i.
a. The Company has maintained proper
records showing full particulars,
including quantitative details and
situation of its fixed assets.
b. As explained to us, fixed assets have
been physically verified by the
management at reasonable intervals;
no material discrepancies were noticed
on such verification.
c. There is no immovable property held in
the name of the Company.
ii. As explained to us, company is not dealing in
physical inventory hence this clause is not
applicable.
iii. According to the information and explanations
given to us and on the basis of our examination of
the books of account, the Company has not
granted any loans, secured or unsecured, to
companies, firms, Limited Liability Partnerships or
other parties listed in the register maintained
under Section 189 of the Companies Act, 2013.
Consequently, the provisions of clauses iii (a), (b)
and (c) of the order are not applicable to the
Company.
iv. In our opinion and according to the information
and explanations given to us the Company does
not have any transactions to which the provisions
of section 185 apply. The Company has complied
with the provisions of section 186 of the act, with
respect to the loans, investments, guarantees and
security
v. The Company has not accepted any deposits from
the public covered under sections 73 to 76 of the
Companies Act, 2013.
vi. As per information & explanation given by the management, maintenance of cost records has not been specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.
vii.
a. According to the records of the
Company, undisputed statutory dues
including Provident Fund, Investor
Education and Protection Fund,
Employees’ State Insurance, Service
Tax, Sales-tax, Custom Duty, Excise
Duty, cess and any other statutory dues
to the extent applicable, have generally
been regularly deposited with the
appropriate authorities.
b. According to the information and
explanations given to us, there were
following undisputed amounts payable
in respect of Income Tax as on 31st
March 2018
Natur
e of
Acco
unt
Statu
s
Natu
re of
Due
s
Amo
unt
(In
Rs.)
Outstan
ding
From
Incom
e Tax
Act
TDS
on
Sala
ry
7,93,2
03
Septemb
er 2017
viii. In our opinion and according to the information
and explanations given by the management, we
are of the opinion that, the Company has not
defaulted in repayment of dues to a financial
institution, bank, Government or debenture
holders, as applicable to the Company.
ix. Based on our audit procedures and according to
the information given by the management, the
Company has raised money by way of initial public
offer but has not taken any term loan during the
year.
x. According to the information and explanations
given to us, we report that no fraud by the
company or any fraud on the Company by its
officers or employees has been noticed or
reported during the year.
57
xi. Money Raised by the company through IPO were
applied for the purpose they were raised.
xii. In our opinion and according to the information
and explanations given to us, The Company is not
a Nidhi Company. Therefore, clause xii) of the
order is not applicable to the company.
xiii. According to the information and explanations
given to us, all transactions with the related parties
are in compliance with sections 177 and 188 of
Companies Act, 2013 where applicable and the
details have been disclosed in the Financial
Statements etc. as required by the applicable
accounting standards.
xiv. According to the information and explanations
given to us and based on our examination The
Company has not made any preferential allotment
or private placement of shares or fully or partly
convertible debentures during the year under
review.
xv. According to the information and explanations
given to us and based on our examination the
Company has not entered into non-cash
transactions with directors or persons connected
with him.
xvi. In our Opinion, the Company is not required to be
registered under section 45-IA of the Reserve
Bank of India Act, 1934.
For TARUN S GUSAIN & CO Chartered Accountants Firm Registration Number 022847C
Sd/- CA Tarun Singh Gusain (Proprietor) Membership Number 542468 Place- New Delhi Date- 30th May 2018
Annexure ‘B’
Report on Internal Financial Controls over
Financial Reporting
Report on the Internal Financial Controls under Clause (i) of
Sub-section 3 of Section 143 of the Companies Act, 2013
(“the Act”)
We have audited the internal financial controls over financial
reporting of Ridings Consulting Engineers India Limited
(“the Company”) as of March 31st, 2018 in conjunction with
our audit of the financial statements of the Company for the
year ended on that date.
Management’s Responsibility for Internal Financial
Controls
The Company’s management is responsible for establishing
and maintaining internal financial controls based on the
internal control over financial reporting criteria established
by the Company considering the essential components of
internal control stated in the Guidance Note on Audit of
Internal Financial Controls over Financial Reporting issued
by the Institute of Chartered Accountants of India. These
responsibilities include the design, implementation and
maintenance of adequate internal financial controls that
were operating effectively for ensuring the orderly and
efficient conduct of its business, including adherence to
Company’s policies, the safeguarding of its assets, the
prevention and detection of frauds and errors, the accuracy
and completeness of the accounting records, and the timely
preparation of reliable financial information, as required
under the Companies Act, 2013.
Auditors’ Responsibility
Our responsibility is to express an opinion on the Company's
internal financial controls over financial reporting based on
our audit. We conducted our audit in accordance with the
Guidance Note on Audit of Internal Financial Controls Over
Financial Reporting (the “Guidance Note”) and the
Standards on Auditing, issued by ICAI and deemed to be
prescribed under section 143(10) of the Companies Act,
2013, to the extent applicable to an audit of internal financial
controls, both applicable to an audit of Internal Financial
Controls and, both issued by the Institute of Chartered
Accountants of India. Those Standards and the Guidance
58
Note require that we comply with ethical requirements and
plan and perform the audit to obtain reasonable assurance
about whether adequate internal financial controls over
financial reporting was established and maintained and if
such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit
evidence about the adequacy of the internal financial
controls system over financial reporting and their operating
effectiveness. Our audit of internal financial controls over
financial reporting included obtaining an understanding of
internal financial controls over financial reporting, assessing
the risk that a material weakness exists, and testing and
evaluating the design and operating effectiveness of internal
control based on the assessed risk. The procedures
selected depend on the auditor’s judgment, including the
assessment of the risks of material misstatement of the
financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our audit
opinion on the Company’s internal financial controls system
over financial reporting.
Meaning of Internal Financial Controls over Financial
Reporting
A Company's internal financial control over financial
reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes
in accordance with generally accepted accounting
principles. A Company's internal financial control over
financial reporting includes those policies and procedures
that
1. pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the
company;
2. provide reasonable assurance that transactions are
recorded as necessary to permit preparation of
financial statements in accordance with generally
accepted accounting principles, and that receipts
and expenditures of the company are being made
only in accordance with authorizations of
management and directors of the company; and
3. Provide reasonable assurance regarding prevention
or timely detection of unauthorized acquisition, use,
or disposition of the company's assets that could
have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls over
Financial Reporting
Because of the inherent limitations of internal financial
controls over financial reporting, including the possibility of
collusion or improper management override of controls,
material misstatements due to error or fraud may occur and
not be detected. Also, projections of any evaluation of the
internal financial controls over financial reporting to future
periods are subject to the risk that the internal financial
control over financial reporting may become inadequate
because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an
adequate internal financial controls system over financial
reporting and such internal financial controls over financial
reporting were operating effectively as at March 31, 2018,
based on the internal control over financial reporting criteria
established by the Company considering the essential
components of internal control stated in the Guidance Note
on Audit of Internal Financial Controls Over Financial
Reporting issued by the Institute of Chartered Accountants
of India.
for TARUN S GUSAIN & CO Chartered Accountants Firm Registration Number 022847C Sd/- CA Tarun Singh Gusain (Proprietor) Membership number: 542468
59
RIDINGS CONSULTING ENGINEERS INDIA LIMITED
CIN NO. L74899DL1995PLC075005
BALANCE SHEET AS AT 31ST MARCH, 2018
(Amount in Rs.)
Particulars Notes Figures as at the end of current reporting period
Figures as at the end of previous reporting period
I. EQUITY AND LIABILITIES
(1) Shareholder's Funds
(a) Share Capital 1 124,400,000 20,000,000
(b) Reserves and Surplus 2 47,124,929 69,170,431 (c) Money received against share warrants - -
(2) Share Application money pending allotment - -
(3) Non-Current Liabilities
(a) Long-Term Borrowings 3 20,574,047 20,906,966
(b) Deferred Tax Liabilities (Net) 4 - -
(c) Other Long Term Liabilities 5 978,247 1,040,073
(d) Long Term Provisions 6 - 645,605
(4) Current Liabilities
(a) Short-Term Borrowings 7 82,108,208 73,085,852
(b) Trade Payables 8 6,288,241 4,506,682
(c) Other Current Liabilities 9 7,873,863 8,267,082
(d) Short-Term Provisions 10 50,496,167 60,453,752
Total Equity & Liabilities 339,843,703 258,076,443
II. ASSETS
(1) Non-Current Assets (a) Fixed Assets 11
Tangible assets 28,342,302 20,229,022 Intangible assets - -
Capital Work In Progress - -
Intangible assets Under Development - - 28,342,302 20,229,022
(b) Non-current investments 12 - -
(c) Deferred tax assets (Net) 4 2,018,069 814,827
(d) Long term loans and advances 13 50,898,639 51,229,585
(e) Other non-current assets 14 16,059,780 14,034,914
(2) Current Assets (a) Current investments 15 - -
(b) Inventories / WIP 16 36,285,800 21,866,074
(c) Trade receivables 17 126,251,663 116,692,155
(d) Cash and cash equivalents 18 44,254,221 2,563,285
(e) Short-term loans and advances 19 35,447,484 30,646,581
(f) Other current assets 285,747 -
Total Assets 339,843,703 258,076,443
Significant Accounting Policies 28
The accompanying Notes are Integral Part of the Financial Statements
As per our Report of even date attached
for Tarun S Gusain & Co., For Ridings Consulting Engineers India Ltd.
Chartered Accountants Firm's Registration Number: 022847C
Sd/- Sd/-
Sd/- Sain Ditta Baveja Praveen Kumar Baveja
CA. Tarun Singh Gusain Managing Director Director
Membership Number : 542468 Sd/- Sd/-
Abhishek Bhargav Sudhir Kumar Baveja New Delhi Company Secretary Chief Finance Officer
May 30, 2018
60
RIDINGS CONSULTING ENGINEERS INDIA LIMITED
CIN NO. L74899DL1995PLC075005
STATEMENT OF PROFIT & LOSS FOR THE PERIOD ENDED 31ST MARCH 2018
Sr. No
Particulars Notes Figures as at the end of current reporting
period
Figures as at the end of previous reporting period
` `
I Revenue from Projects / Operations 20 187,792,757 168,812,808
II Other Income 21 237,454 201,112 Total Revenue (I +II) 188,030,211 169,013,920
III Expenses:
Cost of materials consumed - -
Project Expenses 22 98,145,393 91,913,284 Changes in work-in-progress 23 -14,419,726 2,002,826
Employee Benefit Expense 24 30,625,919 28,314,352
Financial Costs 25 12,152,225 9,040,231 Depreciation and Amortization Expense 26 8,561,253 5,276,336
Other Administrative Expenses 27 35,632,241 17,119,937
Total Expenses 170,697,304 153,666,967 IV Profit before exceptional and extraordinary items and tax 17,332,907 15,346,953
V Exceptional Items - -
VI Profit before extraordinary items and tax 17,332,907 15,346,953
VII Extraordinary Items - -
VIII Profit before tax (VI - VII) 17,332,907 15,346,953
IX Tax expense: (1) Current tax 6,139,073 5,400,507
(2) Deferred tax 1,203,242 249,679
X Profit(Loss) from the period from continuing operations (IX-X) 12,397,076 10,196,125
XI Profit/(Loss) from discontinuing operations - -
XII Tax expense of discounting operations - -
XIII Profit/(Loss) from Discontinuing operations (XI - XII) - -
XIV Profit/(Loss) for the period (X + XIII) 12,397,076 10,196,125
XV Earning per equity share: (1) Basic 1.00 5
(2) Diluted 1.00 5
(3) face Value Per Equity Share 10 10 (4) Average No. of Shares for Basic EPS 12,440,000 2,000,000
(5) Adjustment to Average No. of Shares - - (6) Average No. of Shares for Diluted EPS 12,440,000 2,000,000
Significant Accounting Policies 28 - - The accompanying Notes are Integral Part of the Financial Statements
As per our Report of even date attached
for Tarun S Gusain & Co., For Ridings Consulting Engineers India Ltd.
Chartered Accountants Firm's Registration Number: 022847C Sd/- Sd/-
Sd/- Sain Ditta Baveja Praveen Kumar Baveja
CA. Tarun Singh Gusain Managing Director Director
Membership Number : 542468
New Delhi Sd/- Sd/-
May 30, 2018 Abhishek Bhargav Sudhir Kumar Baveja
Company Secretary Chief Finance Officer
61
RIDINGS CONSULTING ENGINEERS INDIA LIMITED
CIN NO. L74899DL1995PLC075005
CASH FLOW FOR THE PERIOD ENDED 31ST MARCH 2018
Sr. No
Particulars Financial Year 2017-18
Financial Year 2016-17
` `
A. CASH FLOW FROM OPERATING ACTIVITIES
Net Profit/(loss) before tax and after prior period expenses 1,73,32,907 1,53,46,954
Adjustments for:
Non-Operating income 2,37,455 2,01,112
Depreciation 85,61,253 52,76,336
Provision for Gratuity 2,18,375 1,83,639
Auditors Remuneration Payable 90,000 2,11,660
Operating Profit/ (loss) before working capital changes 2,59,65,080 2,08,17,477
Movement in working capital
Add/Less: Adjustments of increase and decrease in current assets and current liabilities 4,23,77,449 2,52,81,256
Net Cash (used in) operating activities 1,64,12,370 44,63,779
B. CASH FLOW FROM INVESTING ACTIVITES
Purchase of Fixed Assets 1,66,74,532 33,23,628
Non-Operating Income 2,37,454 2,01,112
Net Cash (used in) investing activities 1,64,37,078 31,22,516
C. CASH FLOW FROM FINANCING ACTIVITIES
Acceptance of borrowings 86,89,437 2,78,48,000
Deposits/Advances 3,30,947 1,86,60,853
Share Capital Account 6,55,20,000 -
Net cash from financing activities 7,45,40,384 91,87,147
Net increase/(decrease) in cash and cash equivalent (A+B+C) 4,16,90,936 16,00,852
Cash and cash equivalents at the beginning of the year (D) 25,63,285 9,62,433
Cash and cash equivalents as on 31st March 2018 (E) 4,42,54,221 25,63,285
Net increase/(decrease) in cash and cash equivalent (E-D) 4,16,90,936 16,00,852
Significant Accounting Policies 28
The accompanying Notes are Integral Part of the Financial Statements
As per our Report of even date attached
for Tarun S Gusain & Co., For Ridings Consulting Engineers India Ltd.
Chartered Accountants
Firm's Registration Number: 022847C Sd/- Sd/-
Sd/- Sain Ditta Baveja Praveen Kumar Baveja
CA. Tarun Singh Gusain Managing Director Director
Membership Number : 542468
New Delhi Sd/- Sd/-
May 30, 2018 Abhishek Bhargav Sudhir Kumar Baveja
Company Secretary Chief Finance Officer
62
Notes to the Financial Statements for the year ended 31st March 2018
1.1 Share Capital
Particulars Financial Year Ended
31.03.2018 Financial Year Ended
31.03.2017
AUTHORIZED CAPITAL
15000000 Equity Shares of Rs. 10/- each.(Previous year 2000000) 150,000,000 20,000,000
Equity shares of Rs.10 Each)
150,000,000 20,000,000
ISSUED , SUBSCRIBED & PAID UP CAPITAL
To the Subscribers of the Memorandum
2000000 Equity Shares of Rs. 10/- each Fully Paid 20,000,000 20,000,000 6800000 Bonus Shares of Rs 10/- each 68,000,000
IPO Proceeds (3640000 Shares were issued) Rs. 10/- each. 36,400,000 Total 124,400,000 20,000,000
1.2 Reconciliation of number of shares
Particulars
Financial Year Ended 31.03.2018
Financial Year Ended 31.03.2017
Equity shares
Balance at the beginning of the year No. of shares (2000000 shares) 20,000,000 20,000,000
Add: Additions to share capital on account of Bonus Issue (6800000 Shares) 68,000,000 -
Add: Additions to share capital on account of fresh issue (3640000 Shares) 36,400,000
Ded: Deductions from share capital on account of shares, - -
Balance at the end of the year No. of Shares 12440000 No. of shares (Previous year: 2000000) of Rs.10 each 124,400,000 20,000,000
1.3 Details of share held by shareholders holding more than 5% of the aggregate shares in the company
Sr. No
Name of the shareholders
Financial Year Ended 31.03.2018 Financial Year Ended
31.03.2017
Number of shares
Percentage of share holding
Number of shares
Percenta
ge of share
holding
1 Mr. Sain Ditta Baveja 7,937,600 63.81% 1,999,000 99.95%
2 Beeline Broking Limited 2,456,000 19.74%
Total 10,393,600 83.55% 1,999,000
2 Reserve & Surplus `
Sr. No
Particulars Financial Year Ended
31.03.2018 Financial Year Ended
31.03.2017
1 Capital Reserve - -
2 Capital Redemption Reserve - - 3 Securities Premium reserve 29,120,000 -
4 Debenture Redemption Reserve - -
5 Revaluation Reserve - - 6 Shares Option Outstanding Account - -
7 Other Reserve - -
8 Surplus (Profit & Loss Account) 18,004,929 69,170,431 Balance brought forward from previous year 69,170,431 60,929,287
Add: Excess provision on Account of Taxation previous year 2,271,439 -
Add: MAT Created 2,165,983 - Less: Adjustments on Account of Taxation 1,954,981
63
Less: Amount Utilized for Issue of Bonus Shares 68,000,000
- Add: Profit for the period 12,397,076 10,196,125
Total 47,124,929 69,170,431
3 Long Term Borrowings
Sr. No
Particulars Financial Year Ended
31.03.2018 Financial Year Ended
31.03.2017
1 Bonds / Debentures
- Secured - - - Unsecured - -
2 Term Loan
From Banks
- Secured - 3,225,106 - Unsecured - -
From Banks - Secured - -
- Unsecured - -
Other Long Term Borrowings
a Deferred Payment Liabilities - -
- Secured
- Unsecured
b Deposit - - - Secured
- Unsecured
c Loans & Advances From Related Parties - - - Secured - -
- Unsecured
d Long Term Maturities of Finance lease obligation - -
- Secured
- Unsecured e Loans From Directors
- Secured
- Unsecured 20,574,047 17,681,860 f Other Loans & Advances
- Secured - - - Unsecured - -
Total 20,574,047 20,906,966
3.2 Disclosure Requirement as per AS - 18
Sr. No
Particulars Financial Year Ended
31.03.2018 Financial Year Ended
31.03.2017
a Name of the Related Party
Notes To Accounts
Mr. Sain Ditta Baveja
b Nature of Relationship
Director of the Reporting Enterprise
c Nature of Transaction
Loan Taken by Reporting Enterprise
d Outstanding Balance
e Amount Written Off or Written back Nil
64
4 Deferred Tax
Sr. No
Particulars Financial Year Ended
31.03.2018 Financial Year Ended
31.03.2017
Opening Balance of Deferred tax Asset/(Liability) 814,827 565,148
(A) Items debited to Profit & Loss a/c Depreciation as per Books 8,561,253 5,276,336
Preliminary Exp w/off - -
Disallowance u/s 43B of Income Tax Act - - Provision for Gratuity 218,375 183,639
8,779,628 5,459,975
(B) Less : Expenses allowed
Depreciation as per Income Tax 4,607,499 4,734,773
Preliminary Exp allowed u/s 35D - - Allowance u/s 43B of Income Tax Act - -
R&D Expenditure u/s 35 - -
4,607,499 4,734,773
Difference (A-B) 4,172,128 725,202
Less : Permanent Difference if any - -
Net Timing Difference 4,172,128 725,202
Rate of Tax 29 32
Deferred Tax Asset (Liability) 1,203,242 239,773 Add/Less: Prior Period Adjustment (Branch Bahrain) - 9,906
Add: MAT Liability u/s 115J - -
Provision for Deferred Tax Asset (Liability) 2,018,069 814,827
5 Other Long Term Liabilities Sr. No
Particulars Financial Year Ended
31.03.2018 Financial Year Ended
31.03.2017
1 Trade Payable 978,247 1,040,073
Total 978,247 1,040,073
6 Long Term Provisions Sr. No
Particulars Financial Year Ended
31.03.2018 Financial Year Ended
31.03.2017
1 Provision for employee related liabilities
- Employee health insurance - -
2 Other Long Term Provisions
- Provision For charity - Bahrain - 645,605
Total - 645,605
7 Short Term Borrowings
Sr. No
Particulars Financial Year Ended
31.03.2018 Financial Year Ended
31.03.2017
1 Loan Repayable on Demand
From Bank
- Secured 54,700,051 45,217,804 - Unsecured 7,777,844 -
From Other Parties - - - Secured 2,550,166 6,408,537
- Unsecured 17,080,147 -
2 Loans & Advances From Related Parties
- Secured - -
- Unsecured - -
65
3 Deposits - Secured - -
- Unsecured - -
4 Others loan and advances
- Secured - - - Unsecured - 21,459,511
Total 82,108,208 73,085,852
8 Trade Payable
Sr. No
Particulars Financial Year Ended
31.03.2018 Financial Year Ended
31.03.2017
-Sundry Creditors for Services/Material/Supplies:
Sundry Creditors for Services/ Material / Supplies 6,288,241 4,506,682
Total 6,288,241 4,506,682
9 Other Current Liabilities
Sr. No
Particulars Financial Year Ended
31.03.2018 Financial Year Ended
31.03.2017
1 Statutory Dues 7,783,863 8,055,422
2 Audit Fee Payable 90,000 211,660 Total 7,873,863 8,267,082
10 Short Term Provisions
Sr. No
Particulars Financial Year Ended
31.03.2018 Financial Year Ended
31.03.2017
1 Provision For Employee Benefit
EPF / ESI Payable 888,120 1,484,079
Provision For Gratuity-Accumulated 1,221,613 1,423,471
Salary Payable 4,594,121 4,494,311
Salary Payable - Bahrain 9,292,849 10,658,948
Security Payable - Salary 641,049 668,097 Directors Remuneration Payable 3,050,840 528,256
2 Provision - others
(i) Provision for tax (net of advance tax )-Current Year 6,139,073 5,400,507
(iI) Provision for tax (net of advance tax )-Previous Year - -
(iii) Provision for premium payable on redemption of bonds - - (iv) Provision for estimated loss on derivatives - -
(v) Provision for estimated losses on onerous contracts - -
(vi) Provision for other contingencies - - (vii) Provision for proposed equity dividend - -
(viii) Provision for proposed preference dividend - -
(ix) Provision for tax on proposed dividends - - (x) Provision - Others
- Rent Payable 3,991,982 3,716,914
- Others Payable 14,408,451 27,472,036 - Expenses Payable 4,364,589 3,795,060
- Incentive Payable 548,290 598,290
- Interest Payable 1,355,190 213,783
Total 50,496,167 60,453,752
66
11 Fixed Assets
(Amount In Rs.)
Assets
Gross Block Depreciation Net Block
Cost of Asset
Additio
ns during
the year
Deducti
ons during
the year
Total Value
Value at the
beginning
Additio
n during
the year
Deducti
on during
the year
Value at the end
WDV as on
31.03.2018
WDV as on
31.03.2017
Tangible Assets
Plant & Machinery 16.21%
82.5 Kva DG Set Generator
10,000
10,000
2,734
863
3,597
6,403
7,266
AC Alternator 82.5 Kva 9,520
9,520
2,615
820
3,435
6,085
6,905
Air compressor 21,000 21,000 6,956 2,668 9,625 11,375 14,044
Battery 99,500 99,500 44,048 22,136 66,184 33,316 55,452
Cable Locator 2,128,603 2,128,603 989,806
153,886 1,143,691 984,912 1,138,797
CH5000 E Charger/Calibrator Euro Plug
16,722
16,722
5,071
1,384
6,454
10,267
11,651
Computers 3,698,139
3,698,139
2,691,798
314,180
3,005,978
692,161
1,006,341
Garmin Etrex10 144,660
144,660
70,785
10,217
81,001
63,659
73,875
Garmin Fish finder 160c 49,438
49,438
30,013
3,049
33,062
16,376
19,425
Garmin GPS 18X 13,050
13,050
7,161
867
8,029
5,021
5,889
Geomax DGPS 3,178,350
3,178,350
992,738
682,662
1,675,400
1,502,950
2,185,612
GPR Controller Frame 12,540 12,540 2,868 1,149 4,017 8,523 9,672
GPR Utility Scan System 5,360,323
5,360,323
2,709,889
373,350
3,083,239
2,277,084
2,650,434
GPR-GSSI 6,854,271
6,854,271
3,489,282
475,620
3,964,902
2,889,369
3,364,990
GPR-Zonde 2,208,359
2,208,359
1,100,533
155,384
1,255,918
952,441
1,107,825
GPS System 584,888
584,888
516,992
7,075
524,067
60,821
67,854
67
Heavy Haur and Cartage UP4 Down
4,000
4,000
1,099
345
1,443
2,557
2,901
HP Plotter 510 125,000
125,000
68,961
8,279
77,240
47,760
56,039
JUNO SB Handheld 2,674,665
2,674,665
1,495,499
175,547
1,671,045
1,003,620
1,179,166
Leica Builder 405-Total Solution
150,721
150,721
105,700
7,929
113,630
37,091
45,029
Leica Builder 503-Total Solution
650,306
650,306
456,224
34,258
490,482
159,824
194,082
Leica FlexilineTS06-Total Solution
362,730
362,730
254,452
19,105
273,556
89,174
108,276
Leica Viva Net Rower 2,811,084
2,811,084
1,972,372
148,138
2,120,511
690,573
838,709
Lenovo Laptop 116,298
116,298
52,201
24,870
77,071
39,227
64,097
Office Equipment 81,893
81,893
80,997
403
81,400
493
896
Pipe & Cable Locator 811,650
811,650
187,884
74,072
261,956
549,694
623,766
Plotter 500PS 88,000
88,000
48,548
5,829
54,377
33,623
39,452
Printer 131,600
131,600
66,199
13,180
79,379
52,222
65,401
Prism Holder 27,930
27,930
7,736
2,398
10,134
17,796
20,194
Ranging Road with Bubble
32,917
32,917
9,117
2,826
11,943
20,974
23,800
Receiver-P410 (Without GPS)
105,250
105,250
54,382
7,247
61,629
43,621
50,868
Redline GPS RTK System
896,738
896,738
771,185
-
771,185
125,553
125,553
REV5.3 Lithium Lon Battery
67,359
67,359
29,261
7,239
36,500
30,859
38,098
Rodo meter 83,926
83,926
22,069
7,477
29,545
54,381
61,857
S86S DGPS 630,000
630,000
184,992
52,845
237,837
392,163
445,008
Software 5,376,921
5,376,921
3,986,875
18,089
4,004,964
1,371,957
1,390,045
Topcon Total Station 1,156,050
1,156,050
331,849
100,809
432,658
723,392
824,201
68
Total Station 202 375,900
375,900
192,970
25,972
218,942
156,958
182,930
Trimble R6 GNSS 1,700,000
1,700,000
1,313,752
-
1,313,752
386,248
386,248
Tripod 17,255
17,255
12,757
-
12,757
4,498
4,498
UPS/Invertors 63,208
63,208
32,901
9,598
42,499
20,709
30,306
Wheel Socket GPR 19,380
19,380
4,437
1,774
6,212
13,168
14,943
Battery 103,050
103,050
-
32,186
32,186
70,864
-
Key pad Assembly 91,049
91,049
-
28,439
28,439
62,610
-
adaptor 13,220
13,220
-
4,129
4,129
9,091
-
Plant & Machinery 4.75%
Air conditioner 86,305
86,305
86,305
-
86,305
-
-
Digital Camera 193,177
193,177
168,681
5,951
174,632
18,545
24,469
Fax Machine 9,000
9,000
9,000
-
9,000
-
-
Generator-opening 46,400
46,400
46,400
-
46,400
-
-
Mobile 65,254
65,254
33,388
6,290
39,678
25,576
31,866
Prism Set 71,032
71,032
35,093
3,419
38,512
32,520
35,939
Projector-Protonics Ilume Projector
31,500
31,500
12,102
2,625
14,726
16,774
19,398
Spiral Binding Machine 3,100
3,100
3,100
-
3,100
-
-
HP laptop 8440p (10 units)
196,508
196,508
-
124,116
124,116
72,392
-
Cable Locator-RD 8000 (Bahrain)
364,655
-
-
364,655
212,978
51,458
-
264,436
100,219
151,677
Toshiba Laptop-Bahrain 76,783
-
-
76,783
68,154
5,090
-
73,244
3,539
8,629
Leica Digicat 200 Survey Locater (Bahrain)
87,210
-
-
87,210
46,657
13,417
-
60,074
27,136
40,553
69
Leica-GPS Base Survey Ref. Station (Bahrain)
335,483
-
-
335,483
195,940
47,342
-
243,282
92,201
139,543
VIVA CS10/15 Smartware CCP (Bahrain)
53,969
-
-
53,969
31,521
7,616
-
39,137
14,832
22,448
Desktop (Bahrain) -
32,905
-
32,905
-
20,783
-
20,783
12,122
-
GPR Cable (Bahrain) -
277,543
-
277,543
-
86,689
-
86,689
190,854
-
Trimble Geo 7 Series (Bahrain)
-
5,406,400
-
5,406,400
-
1,688,656
-
1,688,656
3,717,744
-
Utility Scan DF with 652 system (Bahrain)
-
3,122,124
-
3,122,124
-
975,177
-
975,177
2,146,947
-
Printer Epson (Bahrain) -
16,636
-
16,636
-
7,498
-
7,498
9,138
-
Office equipment (Bahrain)
-
68,184
-
68,184
-
30,732
-
30,732
37,452
-
DGPS Survey Grade (Bahrain)
7,036,035
7,036,035
2,197,663
2,197,663
4,838,372
Vehicles -
-
Vehicles (Cars)
2,178,155.00
-
-
2,178,155
1,123,773
164,974
1,288,747
889,408
1,054,382
Furniture & Fittings
Electrical Installation 156,327
156,327
156,327
-
156,327
-
-
Furniture & Fitting 465,796
465,796
308,072
23,010
331,082
134,714
157,724
Furniture & Fitting- Bahrain 0
310,810
-
310,810
-
80,457
-
80,457
230,353
-
Sub- Total (A)
47,174,290
16,674,464
-
63,848,755
26,945,200
8,561,253
-
35,506,453
28,342,302
20,229,022
Intangible Assets -
-
-
-
-
-
-
-
-
-
Sub- Total (B) -
-
-
-
-
-
-
-
-
-
Capital Work-in-progress
-
-
-
-
-
-
-
-
-
-
Building Under Construction
-
-
-
-
-
-
-
-
-
-
-
70
Sub- Total (C) -
-
-
-
-
-
-
-
-
-
Intangible Assets Under Development
-
-
-
-
-
-
-
-
-
-
Sub- Total (D) -
-
-
-
-
-
-
-
-
-
Total (A+B+C+D)
47,174,290
16,674,464
-
63,848,755
26,945,200
8,561,253
-
35,506,453
28,342,302
20,229,022
12 Non-Current Investment
Sr. No
Particulars Financial Year Ended
31.03.2018 Financial Year Ended
31.03.2017
1 Investment in Equity Instrument - -
2 Investment in Preference shares - -
Total - -
13 Long Term Loans and Advances
Sr. No
Particulars Financial Year Ended
31.03.2018 Financial Year Ended
31.03.2017
I) Capital Assets
a) Secured, Considered Good : - -
b) Unsecured, Considered Good : - -
c) Doubtful - -
II) Security Deposit
a) Secured, Considered Good : 44,982,798 47,543,987
b) Unsecured, Considered Good : 3,749,858 3,685,598
c) Doubtful - -
III) Loans & Advances to related parties - -
IV) Other Loans & Advances
Other Advances - - Retention Deposit - -
V) MAT Credit Entitlement 2,165,983 -
Total 50,898,639 51,229,585
14 Other Non-Current Assets
Sr. No
Particulars Financial Year Ended
31.03.2018 Financial Year Ended
31.03.2017
1 Trade Receivables
a) Secured, Considered Good : - -
b) Unsecured, Considered Good : 16,082,786 14,034,914
c) Doubtful - -
2 Others - -
-Project Advances 23,006 -
-Unamortized Expenses - -
Total 16,059,780 14,034,914
71
15 Current Investment
Sr. No
Particulars Financial Year Ended
31.03.2018 Financial Year Ended
31.03.2017
- -
- -
Total - -
16 Inventories
Sr. No
Particulars Financial Year Ended
31.03.2018 Financial Year Ended
31.03.2017
1 Raw Material - - 2 Work-in-Progress 36,285,800 21,866,074
3 Finished Goods - -
Total 36,285,800 21,866,074
17 Trade Receivables
Sr. No
Particulars Financial Year Ended
31.03.2018 Financial Year Ended
31.03.2017
1 Outstanding for more than six months a) Secured, Considered Good : - -
b) Unsecured, Considered Good : 49,001,246 2,484,415
c) Doubtful - - 2 Others
a) Secured, Considered Good : - -
b) Unsecured, Considered Good : 77,250,417 114,207,740 c) Doubtful - -
Total 126,251,663 116,692,155
18 Cash & Cash Equivalent
Sr. No
Particulars Financial Year Ended
31.03.2018 Financial Year Ended
31.03.2017
1 Cash-in-Hand Cash Balance 1,488,363 900,224
Projects Cash A/c 1,431,189 1,631,189
Sub Total (A) 2,919,553 2,531,413
2 Bank Balance Bank of Baroda - Noida 4,743 12,346
HDFC Bank Limited 3,817,398 -
HDFC Bank Limited - Vasundhara - 2,797 HDFC Bank Ltd - Dehradun 12,157 10,587
State Bank of India - Noida 37,500,370 6,144
Sub Total (B) 41,334,668 31,871
3 Cheques on Hand
Sub Total (C) - -
Total [ A + B + C ] 44,254,221 2,563,285
19 Short Terms Loans and Advances Sr. No
Particulars Financial Year Ended
31.03.2018 Financial Year Ended
31.03.2017 1 Loans & Advances from related parties
a) Secured, Considered Good :
Advance to Associate Concerns - -
b) Unsecured, Considered Good :
72
c) Doubtful
2 Others
Advance Recoverable in cash or in kind or for value to be considered good
Advance to Creditors 12,500,000 -
Advance Income Tax /TDS - Current Year 4,584,909 4,754,047
Advance Income Tax /TDS - Previous Year 1,624,979 - Accrued Interest 1,178,528 964,819
Advance Salary 35,100 55,800 Advance Travelling - -
Projects advances 414,472 14,975
Other Advances - 166,842 Prepaid Expenses 70,175 51,808
Bank Guarantee Margin Money - 1,528,858
Retention Deposits 13,557,717 1,061,768 EMD & Security Deposit - -
FDR 1,481,604 618,104
Branch and Division- Bahrain 21,459,511 Total 35,447,484 30,646,581
20 Revenue from Operations Sr. No
Particulars Financial Year Ended
31.03.2018 Financial Year Ended
31.03.2017
1 Sales of Products - 20,103,960 Less: Sales Return - -
- 20,103,960
2 Sales of Services -Income from Services 71,294,988 24,556,908
-Income from Services - Export 96,747,243 64,897,598
-Income From Service- ST Exempt 19,741,830 58,493,618
3 Other Operating Revenue Training Fees 8,696 760,723
Less : Excise Duty - -
Total 187,792,757 168,812,808
21 Other Income
Sr. No
Particulars Financial Year Ended
31.03.2018 Financial Year Ended
31.03.2017
1 Interest Received on IT Refund - -
2 Interest Received 237,454 201,112
3 Other Income - - 4 Foreign Exchange Fluctuation Gain - -
Total 237,454 201,112
22 Cost of Material Consumed Sr. No
Particulars Financial Year Ended
31.03.2018 Financial Year Ended
31.03.2017 a) PURCHASES OF STOCK IN TRADE
Purchase Account - 12,398,190
Sub-total (a) - 12,398,190
b) DIRECT EXPENSES
Project Expenses 98,145,393 79,515,094
Sub-total (b) 98,145,393 79,515,094
Total 98,145,393 91,913,284
73
23 Change in Inventories
Sr. No
Particulars Financial Year Ended
31.03.2018 Financial Year Ended
31.03.2017
1 Opening WIP 21,866,074 23,868,900
2 Closing WIP 36,285,800 21,866,074
Total -14,419,726 2,002,826
Note - The closing and opening WIP as Per Management's estimation
24 Employment Benefit Expenses
Sr. No
Particulars Financial Year Ended
31.03.2018 Financial Year Ended
31.03.2017
1 Basic Salary 15,470,853 17,692,344 2 H R A 771,657 703,742
3 LTA 18,000 18,000
4 Leave Encashment 152,479 159,094 5 Staff Incentive 4,032 -
6 Conveyance Allowance 214,037 197,900
7 EPS Employer Contribution 675,737 771,487 8 EPF Employer Contribution 299,959 376,685
9 ESI Employer Contribution 604,962 469,441
10 Medical Allowance 210,007 193,700
11 Other Allowances 5,194,802 4,640,060
12 Special Allowance 106,623 89,225
13 Staff Welfare 201,954 212,868
14 Provision For Gratuity 218,375 183,639
15 Manpower Supply Expenses 211,030 205,008 16 Salary & Trainee Stipend 126,409 -
17 Director Remuneration 6,475,340 5,468,806
18 Notice Salary Recovered 429,175 2,968,178 19 Project Penalty 98,838 99,469
Total 30,625,919 28,314,352
25 Financial Cost
Sr. No
Particulars Financial Year Ended
31.03.2018 Financial Year Ended
31.03.2017
1 Bank Interest 3,490,795 6,098,177
2 Bank Charges 1,332,107 926,201
3 Interest on Loan 5,133,407 1,680,840
4 Interest on Bill Discounting 2,195,916 335,012 Total 12,152,225 9,040,231
26 Depreciation & Amortized Cost
Sr. No
Particulars Financial Year Ended
31.03.2018 Financial Year Ended
31.03.2017
1 Depreciation 8,561,253 5,276,336
Total 8,561,253 5,276,336
27 Other Administrative Expenses Sr. No
Particulars Financial Year Ended
31.03.2018 Financial Year Ended
31.03.2017
1 Amount Written Off 4,062,204 2,354,043 2 Auditors Remuneration 90,000 211,660
3 Business Development 649,989 399,056
4 Consultancy Charges 11,210,001 1,671,866 5 Conveyance 289,539 297,044
7 Electricity & Water Expenses 770,306 743,671
8 Food Expenses 19,378 82,783 9 Freight & Hotel Charges - 76,466
74
10 Fuel and Power - 61,370
11 Insurance Expenses 47,465 59,623 12 Interest/Penalty on Taxes 3,815,402 129,600
13 Legal & Professional 1,511,746 312,702
15 Membership & Subscription 8,500 145,515 16 Miscellaneous Expenses 166,283 140,297
17 Motor Running & Repair 367,547 311,261
18 Newspapers and Periodicals 2,060 3,260
19 Office Expenses 458,660 110,161
20 Postage and Courier Expenses 108,558 194,454 21 Printing & Stationary 229,109 587,360
22 Rent 2,486,183 5,873,461
23 Repair & Maintenance 342,161 384,182 24 IPO Expenses 6,681,925 -
25 Swachh Bharat cess Expenses 10,450 41,626
26 Telephone & Internet Expenses 498,278 750,116 27 Tender Fees Expenses 55,251 56,395
28 Travelling Expenses 182,274 719,804
29 Foreign Exchange Fluctuation Loss 125,433 510,801
30 Demand and Interest on EPF - 891,360
31 Commission Charges 252,339 -
32 ROC Fees 1,191,200 -
Total 35,632,241 17,119,937
NOTES TO THE ACCOUNTS
28 NOTES FORMING PART OF THE INTERIM FINANCIAL STATEMENT
CORPORATE INFORMATION
The Company is engaged in the business of survey and map making, Consultancy Services. These are the main Services rendered by the company. The place of business is F-24, First Floor, Pankaj Grand Plaza, Mayur Vihar 1, New Delhi, 110091.The corporate office of the company is located at 429-430, 2nd Floor, block 2, Ganga Shopping Complex, Sector-29, Noida, 201303.
1 SIGNIFICANT ACCOUNTING POLICIES
I) Basis of preparation of Financial Statements
The financial statements are prepared under the historical cost convention on the basis of going concern with revenues recognized and expenses accounted on their accrual, including provisions/adjustments for committed obligations and amounts determined as payable or receivable during the year in accordance with normally accepted principles, the Accounting Standards issued by the Institute of Chartered Accountants of India and the provisions of the Companies Act, 2013 as adopted consistently by the company. Accounting policies not specifically referred to otherwise are consistent with accepted accounting principles.
ii) Fixed Assets:
Fixed assets are stated at cost of acquisition and subsequent improvement thereto including tax, duties, freight and other incidental expenses related to acquisition and installation.
iii) Depreciation:
Depreciation in the accounts is charged on Written Down Method at the rates and in the manner prescribed by Schedule- II of the Companies Act, 2013
iv) Employee benefits
Provision for gratuity for the financial year 2017-18 is Rs 218,375.
v) Deferred tax
Deferred tax is accounted for by computing the tax effect of timing differences, which arise during the year and reverse in subsequent periods.
vi) Revenue Recognition
Revenue is recognized when there is reasonable certainty of its ultimate realization / collection.
i. Rendering of Services and Supply of Goods:- Revenue is recognized after rendering of services, and after considering that there is no significant uncertainty exists regarding the amount of the consideration that will be derived from rendering the services.
ii. Other Income: - Other income is accounted on an accrual basis.
75
iii. The closing and opening WIP has been Rs 21,866,074 and Rs 36,285,800 respectively as per Management estimation.
2 TAXES ON INCOME
Tax expense comprises current and deferred tax. Current income tax is measured at the amount expected to be paid to the tax authorities in accordance with the Income Tax Act, 1961 enacted in India. The tax rates and tax Laws used to compute the amounts are those that are enacted, at the reporting date. Deferred Taxes reflect the impact of timing differences between taxable income and accounting income originating during the current year and reversal of timing differences for the earlier years. Deferred tax is measured using the tax rates and the tax laws enacted at the reporting date.
Deferred Tax Asset/(Liability)
Deferred Tax Asset 2,018,069.00
3 LIABILITIES AND CONTINGENT LIABILITIES
The company records a liability for any claims where a potential loss is probable and capable of being estimated and discloses such matters in its financial statements, if material. For potential losses that are considered possible, but not probable, the Company provides disclosure in the financial statements but does not record a liability in its accounts unless the loss becomes probable.
Contingent Liability is of Rs 5532825, Bank Guarantees had been issued for the Company.
4 DETAILS OF MICRO, MEDIUM & SMALL ENTERPRISES
The company has no due to micro and small enterprises on 31st March 2018
5 EARNING PER SHARE :
The earnings considered in ascertaining the company EPS comprises the net profit after tax and includes the post-tax effect of any extra ordinary items. The number of shares used in computing basic EPS is the weighted average number of shares outstanding during the year.
Particulars 31.03.2018 31.03.2017
a. Weighted average number of Equity Shares Outstanding during the year. ₹ 12,440,000 ₹ 2,000,000
b. Net Profit after tax available for Equity Share Holders (Rs.) ₹ 12,397,076 ₹ 10,196,125
c. Basic and diluted Earnings per Share (Rs.) ₹ 1 ₹ 5
d. Nominal value per share. (Rs.) ₹ 10 ₹ 10
7 EARNINGS IN FOREIGN EXCHANGE 31.03.2018 31.03.2017
Income From Export of Services ₹ 96,747,242 ₹ 64,897,598
8 EXPENDITURE IN FOREIGN CURRENCY 31.03.2018 31.03.2017
Foreign Project Expenses ₹ 83,311,805 ₹ 54,973,953
9 LOAN IN FOREIGN CURRENCY 31.03.2018 31.03.2017
Loan in Foreign Currency-Term Loan - -
10 RELATED PARTY DISCLOSURE
Key Management Personnel: Sh. Sain Ditta Baveja Managing Director
Sh. Sudhir kumar Baveja Director
Sh. Parveen Kumar Baveja Director
RELATED PARTY DISCLOSURE (continued)
Related Party Transaction:
The company had transactions with their related party during the year.
Sr. No
Name of the Related Party Nature of Relationship
Nature of Transaction
Amount of Transaction
Amount Written Off or Written back
76
A S.D.Baveja Managing Director Remuneration 2,200,000.00 Nil
Travelling & Conveyance Expenses & Other Expenses
946,828.00
Nil
Term Loan
Opening Balance 6,552,000.00 Debit 11,497,260.00
Credit 14,852,760.00
Closing Balance 9,907,500.00 Nil
B S.D.Baveja Managing Director Interest on loan 939,858.00 Nil
C P.K.Baveja Director Remuneration 1,885,000.00 Nil
Conveyance & Travelling &other expenses 821,393.00 Nil
Loan
Opening Balance 9,720,000.00 Debit 280,000.00
Credit 130,000.00
Closing Balance 9,570,000.00 Nil Interest Paid -
D Sudhir Baveja Director Remuneration 900,000.00 Nil
Director
Conveyance & Travelling &other expenses 685,677.00 Nil
Loan
Opening Balance 1,409,860.00 Debit 1,863,313.00
Credit 1,550,000.00
Closing Balance 1,096,547.00 Interest Paid -
E Baveja Gupta & Co MD Relative Consultancy Charges 1,397,395.00 Nil
F LBS Telecom Services Private Limited MD Relative Services Provided 144,882.00 Nil
G Gift A Life Agricare Private Limited MD Relative Office Expenses 2,464.00 Nil
for Tarun S Gusain & Co. For Ridings Consulting Engineers India Ltd
Chartered Accountants
Firm's Registration Number: 022847C Sain Ditta Baveja Praveen Kumar Baveja
Managing Director Director
CA. Tarun Singh Gusain
Proprietor Abhishek Bhargav Sudhir Kumar Baveja
Membership Number : 542468 Company Secretary Chief Finance Officer
New Delhi
30th May 2018
If Undelivered, Please return to: Ridings Consulting Engineers India Limited F-24, 1st Floor, Pankaj Grand Plaza, Mayur Vihar-I, New Delhi - 110091
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