To
The Shareholders,
Your Directors have pleasure in presenting the Twenty Seventh 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 2022.
1. Financial Performance and Highlights
| Particulars |
March 31, 2022 |
March 31, 2021 |
| Revenue from Operations (Gross) |
48,458,663 |
20,757,382 |
| Other Income |
7,115,551 |
21,261,260 |
| Total Revenue |
55,574,214 |
42,018,642 |
| Profit before Depreciation, Interest and Tax Expenses |
17,311,762 |
17,790,938 |
| Less: Finance Cost |
7,373,782 |
8,267,413 |
| Profit/(Loss) before Depreciation and Tax Expenses |
9,937,980 |
9,523,525 |
| Less: Provision for Depreciation |
2,515,824 |
4,036,150 |
| Net Profit/(Loss) before Tax |
7,422,156 |
5,487,375 |
| Less: Prior period tax adjustments |
1,394,042 |
- |
| Less: Current Tax |
- |
- |
| Less: Deferred Tax |
5,703,784 |
5,292,333 |
| Net Profit/(Loss) after Tax |
324,330 |
195,042 |
2. State of Company Affairs
Your Board is optimistic about company's business and hopeful of better performance
with increased revenue in the coming year. There was no change in the nature of business
of Company. However, there has been disruption in the normal business due to impact of
COVID but the management is hopeful that recovery will be smooth.
3. Dividend
In view of the losses in Financial Year 2021-22, no dividend is permitted to be paid to
the Members as per the provisions of the Companies Act, 2013 ('the Act') and the Rules
framed thereunder.
4. Transfer to Reserves and Surplus
Due to losses in Financial Year 2021-22, no amount has been transferred to Reserves and
Surplus.
5. Share Capital
The paid up Equity share capital as at March 31st 2022 stood at 124.40
Lakhs. During the year under review, the Company has not issued shares with differential
voting rights nor has granted any stock option or sweat equity shares. As on March 31st
2022, none of the Directors of the Company held instruments convertible into equity shares
of the Company.
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 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, there were changes in the Board of Directors and KMP of
the Company:
The following are the Key Managerial Personnel of the Company for the Financial Year
2021-22:
| S. Name No. |
Designation |
| 1 Praveen Kumar Baveja |
Whole Time Director & CEO |
| 2 Sudhir Kumar Baveja |
CFO |
| 3 Abhishek Bhargav till 30th November 2021 |
CS |
| 4 Radhika Bajpai from 20th January 2022. |
CS |
7. Number of meetings of the Board
The Board of the Company has met 5 (Five) times and the details of the number of
meetings of the Board held during the financial year 2021-22 i.e.25.06.2021, 31.08.2021,
13.11.2021, 20.01.2022 and 23.02.2022.The intervening gap between the meetings was within
the period prescribed under the Companies Act, 2013.
Details of Attendance during the meetings:
| Name of DIrector |
No of Meeting held |
No of meeting attended |
| Bharti Sinha |
5 |
5 |
| Sumit Dhadda |
5 |
5 |
| Praveen Kumar Baveja |
5 |
5 |
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 February 23, 2022 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 below.
Audit Committee
| Name of Director |
No of Meeting held |
No of meeting attended |
| Bharti Sinha |
4 |
4 |
| Sumit Dhadda |
4 |
4 |
| Praveen Kumar Baveja |
4 |
4 |
Nomination and Remuneration Committee
| Name of DIrector |
No of Meeting held |
No of meeting attended |
| Bharti Sinha |
2 |
2 |
| Sumit Dhadda |
2 |
2 |
| Praveen Kumar Baveja |
2 |
2 |
Stakeholder Relationship Committee
| Name of DIrector |
No of Meeting held |
No of meeting attended |
| Bharti Sinha |
1 |
1 |
| Sumit Dhadda |
1 |
1 |
| Praveen Kumar Baveja |
1 |
1 |
9. Formal Annual Evaluation
Meeting the requirements of the statute and considering Board Performance Evaluations
as an important step for a Board to transit to a higher level of performance, the
Nomination and Remuneration Committee has laid down a comprehensive framework for carrying
out the evaluations prescribed in the Companies Act, 2013 and the Regulation 17(10) of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
The framework was developed to give all Board Members an opportunity to evaluate and
discuss the Board's performance openly from multiple perspectives and enhance governance
practices within the Board. The framework describes the evaluation coverage and the
process thereof.
Performance Evaluation of the Board and Committees
In respect of the Financial Year ended March 31, 2022, the Board conducted its
self-evaluation, that of its committees and all of its members. Some of 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 Chairperson 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 appointed Independent Directors in
the Board. The details are provided in the Corporate Governance Report.
11. Declaration by an Independent Director(s) and re-appointment, if any
All Independent Directors have given declarations that they meet the criteria of
independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16(b)
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
12. Finance and Accounts
Your Company prepares its Financial Statements in accordance with Accounting Standards
prescribed under section 133 of the Companies Act, 2013 read with the relevant rules
issued there under and other Accounting principles generally accepted in India. The
estimates and judgments relating to the Financial Statements are made on a prudent basis,
so as to reflect in a true and fair manner. The form and substance of transactions
reasonably present the Company's state of affairs, profits and cash flows for the year
ended March 31, 2022. Bank, Cash and Cash equivalents as at March 31, 2022 was at INR
17,628/-. 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, 2022.
14. Auditor
(A) Statutory Auditor
M/s. NKSC & Co., Chartered Accountants, (FRN- 020076N) were appointed by the
shareholders at the 23rd Annual General Meeting to hold office until the
conclusion of the 6th consecutive 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 Ankit Sinha & Co, Company Secretaries (C.P. No. 8574) to undertake the
Secretarial Audit of the Company for the Financial Year ended March 31, 2022. 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 annexure-B and forms part of the report.
The report is selfexplanatory 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 2021-22.
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 Godani Bansal & 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 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 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 client service, your Company plans to mitigate the risks so
involved.
d. Compliance risk
Any default can attract penal provisions. Your Company regularly monitors and reviews
the changes in regulatory framework tools to avoid any such compliance related risk.
17. 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
Post Lockdown the company was in haul. However, the company has gradually gained the
momentum which was there in the pre lockdown period.
18. 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.
19. 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.
20. 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.
21. 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- C forms
part of this report. Related party transactions have been disclosed under the Note. 39 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.
22. Listing with Stock Exchanges
Your Company's shares are listed on the BSE Limited - SME Platform.
23. Corporate Governance
As per Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, a separate section on Corporate Governance practices followed by the
Company together with certificate from the Company's Auditor confirming compliance forms
an integral part of this report. (The members hereby noted that according to the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company being a
SME Listed Company of BSE Limited, is exempted from the compliance of corporate governance
requirements as provided under regulation 17 to 27 and clauses (b) to (i) of
sub-regulation (2) of regulation 46 and para C, D and E of Schedule V) Further, the
management discussion and analysis report and CEO/CFO certificate as prescribed under SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 are also present in
the separate sections forming part of the Annual Report.
24. 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 wellbeing,
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 with relevant training on safety and handling of the equipment's.
25. 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 2021-22.
26. 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.
27. 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).
28. Management Discussion & Analysis Report The Management Discussion and
Analysis Report as required under regulation 34(3) read with Schedule V of the SEBI
(Listing Obligation and Disclosure Requirements) Regulations, 2015 is presented in the
separate section forming part of this Annual Report.
29. 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 'D ' as an integral part of
this report.
30. 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 2021-22.
31. 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.
32. 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-E and forms part of this report.
33. 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.
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.
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.
34. 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 ‘F' as an integral part of this report.
35. 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). As on March 31,
2020, 100% of the share capital stands dematerialized.
36. Internal Financial Control
The report on Internal Financial Control form part of Independent Audit report.
37. Code of Conduct
The Board of Directors has approved a Code of Conduct which is applicable to the
Members of the Board and all employees in the course of day to day business operations of
the Company. The Company believes in "Zero Tolerance" against bribery/
corruption and unethical dealings/behaviors of any form and the Board has laid down the
directives to counter such acts. The Code has been posted on the Company's website
www.ridingsindia.com.
The Code lays down the standard procedure of business conduct which is expected to be
followed by the Directors and the designated employees in their business dealings and in
particular on matters relating to integrity in the workplace, in business practices and in
dealings with stakeholders. The Code gives guidance through examples in a given situation
and the reporting structure.
All the Board members and the Senior Management personnel have confirmed compliance
with the Code. All Management Staff were given appropriate trainings in this regard.
Declaration by Chairman regarding compliance by Board members and senior management
personnel with the Company's code of conduct is given in Annexure "G".
38. 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.
39. Payment of Listing Fee
Your Company has paid Annual Listing fee of BSE Limited (SME Exchange) for the
Financial Year 2021-22.
40. 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.
41. 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/- |
| Praveen Kumar Baveja Chairman |
| Place: Delhi |
| Dated: 05.09.2022 |
|