index s. no. contents page no. report 2017-18.pdfyear, as part of ridings team, i joined vai...

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.

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 [email protected] 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: [email protected] Website: www.ridingsindia.com Contact No.: 011- 2275 5585, 0120- 4694500

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


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


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


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


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


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


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


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


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


are conducted in a

manner that

encourages open

communication,

meaningful

participation and


issues


minutes of the

meetings

S.

No.

Stakeholders

Relationship

Committee (For

Stakeholders

Relationship

Committee members

only)

Rating Remarks/

Comments


are conducted in a

manner that

encourages open

communication,

meaningful

participation and


issues


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: [email protected] 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- [email protected] 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


At the beginning of the year 1000 0.05 1000


30000 105400

31000 136400

28


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 beginning of the year - 0.00 - 0.00


30000 102000

30000 132000


5. Suman Baveja



20000 68000

20000 88000


6. Achla Baveja



20000 68000

20000 88000


7. Shelly Baveja



20000 68000

20000 88000


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


9. Mehak Baveja


Transfer of shares on 11.09.2017

15000 51000

15000 66000

29

Allotment of Bonus Shares 17:5 on 14.11.2017


10. Harshit Baveja



15000 51000

15000 66000


(iv) Shareholding Pattern of Top Ten Shareholders (Other than Directors, Promoters and holders of GDRs and ADRs)

S. No.


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





26/03/2018

- 440000


440000 - 440000

3. Veeram Ornaments Limited 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


26/03/2018

- 152000


152000 - 152000

4. Dhruv Harshadbhai Patel No. of Shares % of total shares of the Company



Date wise increase / decrease in shareholding during the year


26/03/2018

- 56000

30

specifying the reasons for increase / decrease


56000 - 56000

5. Dipti J Panchal No. of Shares % of total shares of the Company





26/03/2018

- 56000


56000 - 56000

6. Vaghela Nilesh Liladhar No. of Shares % of total shares of the Company





26/03/2018

- 56000


56000 - 56000

7. Mrudulaben Harshadbhai Patel No. of Shares % of total shares of the Company





26/03/2018

- 56000


56000 - 56000

8. Amar H Patel No. of Shares % of total shares of the Company





26/03/2018

- 56000


56000 - 56000

9. Amar Harshadbhai Patel No. of Shares % of total shares of the Company



Date wise increase / decrease in shareholding during the year

56000 - 56000

31

specifying the reasons for increase / decrease

IPO allotment – 26/03/2018


56000 - 56000

10. Investmentor Securities Limited No. of Shares % of total shares of the Company





26/03/2018

- 16000


16000 - 16000

(v) Shareholding of Directors and key Managerial Personnel

S. No.


Cumulative Shareholding during the year

1. Sain Ditta Baveja No. of Shares % of total shares of the Company




(195000)

6133600

1804000

7937600



At the beginning of the year 0 0 0 0


30000

102000

30000

132000


3. Bharti Sinha

At the beginning of the year Nil Nil Nil Nil


Nil Nil Nil Nil

At the end of the year Nil Nil Nil Nil

4. Rajeev Lal



Nil Nil Nil Nil


5. Raj Kumar

32



Nil Nil Nil Nil





30000

105400

30000

105400


7. Abhishek Bhargav



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 - - - - -



C. Other Officers in Default

Penalty - - - - -



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


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


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.


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.



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.



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)


No 1 Nil 1 Nil Nil

Raj Kumar (08027782)


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;


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.


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


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.


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


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



No



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


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


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



Chartered Accountants Firm's Registration Number: 022847C Sd/- Sd/-



Membership Number : 542468

New Delhi Sd/- Sd/-

May 30, 2018 Abhishek Bhargav Sudhir Kumar Baveja

Company Secretary Chief Finance Officer

61


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



Chartered Accountants

Firm's Registration Number: 022847C Sd/- Sd/-



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



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



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



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



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



31.03.2017

1 Trade Payable 978,247 1,040,073

Total 978,247 1,040,073

6 Long Term Provisions Sr. No



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



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



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



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



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



31.03.2017

1 Investment in Equity Instrument - -

2 Investment in Preference shares - -

Total - -

13 Long Term Loans and Advances

Sr. No



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



31.03.2017

1 Trade Receivables



c) Doubtful - -

2 Others - -

-Project Advances 23,006 -

-Unamortized Expenses - -

Total 16,059,780 14,034,914

71

15 Current Investment

Sr. No



31.03.2017

- -

- -

Total - -

16 Inventories

Sr. No



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



31.03.2017

1 Outstanding for more than six months a) Secured, Considered Good : - -


c) Doubtful - - 2 Others


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



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



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



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



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



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



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



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



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



31.03.2017

1 Depreciation 8,561,253 5,276,336

Total 8,561,253 5,276,336

27 Other Administrative Expenses Sr. No



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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