RIdI S Consulting Engineers · 08:30 A.M. at 402, Avanta Business Centre, Statesman House, Barakhambha, New Delhi – 110001 and at any adjournment thereof in respect of such resolutions

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Offers State-of-the Art Turnkey Solutions, Consultancy & Software Dev. Services 00min» MUCHUMC

Geospatial Services ( GIS). Remote Sensing, Digital Mapping, Ground Survey _&_Cartographic Sewices,‘ ‘

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REGD. WITH UNDP: WB, ADB, NTPC, NRSC, RITES, DOS & OTHER MANY GOVT. DEPTS.

Date: September 03, 2019

To,

The Manager- Listing Department,BSE Limited

Phiroze Jeejeebhoy Towers, Dalal Street,Mumbai- 400 001

Dear Sir/Ma’am,

Sub: Annual Report pursuant to Regulation 34(1) of the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 for the Financial Year 2018-19

Ref: Scrip Code: 541151 Symbol: RIDINGS

Pursuant to Regulation 34 of the SEBl (Listing Obligations and Disclosure Requirements) Regulations 2015,we submit herewith the Annual Report of the Company for the Financial Year 2018-19 along with Notice

convening the 24th Annual General Meeting. The Annual Report for the Financial Year 2018-19 ia also

available on the Company website @ http://www.ridingsindia.com/annual.php.

Kindly take the above mentioned information in your records and inform all the concerned accordingly.

Thanking You,"—‘

Whole TimeDirect’5DIN. 06778950\—/

A Company wit/i 9'lequ of 01:1?meon'

Correspond at Corporate Office: Premises Nos. 429- 430, Block- ll, 2"“ Floor. Ganga Shopping Complex, Sector -29, Noida- 201 303. N. C. R.. India

PBX - +91- 120- 4694500 Fax: - +91- 120- 2450429

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REGD. 0“,: F24 FIRST noon PANKAJ GRAND PLAZA, MAYUR VlHAR-1, NEW DELHI, DELHI-110091 PBX- +91-011-22755535Qr‘i‘ri‘c‘e"as s u

CIN: L74899E1995PLC075005

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NOTICE

NOTICE is hereby given that the 24th Annual General Meeting of the members of Ridings Consulting Engineers India

Limited will be held on Monday, September 30, 2019 at 08:30 A.M. at 402, Avanta Business Centre, Statesman House,

Barakhambha, New Delhi - 110001 to transact the following businesses:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Balance Sheet of the Company as at 31st March, 2019 and the Statement of

Profit & Loss Account for the year ended on that date together with the report of Directors and Auditors’ thereon.

2. To appoint a Director in place of Mr. Praveen Kumar Baveja, Whole Time Director (DIN: 06778950) who retires by rotation

at the ensuing Annual General Meeting and being eligible, offers himself for Re-appointment.

Date: 02.09.2019 Place: New Delhi

By order of the Board of Directors For Ridings Consulting Engineers India Limited

(Praveen Kumar Baveja)

Chairman

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NOTES:

1. A MEMBER WHO IS ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY

TO ATTEND AND VOTE ON POLL ONLY AND A PROXY NEED NOT BE A MEMBER OF THE COMPANY. IN ORDER

TO BE EFFECTIVE, PROXY FORMS DULY COMPLETED IN ALL RESPECTS SHOULD BE DEPOSITED AT THE

REGISTERED OFFICE OF THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE TIME FIXED FOR THE

MEETING.

A person can act as a proxy on behalf of members not exceeding fifty and holding in aggregate not more than ten percent

of the total share capital of the Company carrying voting rights. A member holding more than ten percent of the total

share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act

as a proxy for any other person(s) or shareholder(s).

2. Corporate Members intending to send their authorized representative to attend the Meeting are requested to send a

Certified True Copy of the Board Resolution authorizing their representative to attend and vote on their behalf at the

Meeting.

3. The notice of Annual General Meeting along with the Attendance Slip and Proxy form are being sent by electronic mode

to all members whose email addresses are registered with the Company/ Depository participant(s) unless a member has

requested for a hard copy of the same. For members who have not registered their email addresses, physical copies of

the aforesaid documents are being sent by the permitted mode.

4. Members holding shares in single name and physical form are advised to make nomination in respect of their

shareholding in the Company. The Nomination Form SH 13 prescribed by the Government can be obtained from the

Registrar and Share Transfer Agent.

5. A route map giving directions to reach the venue of the Annual General Meeting (AGM) is given at the end of the Notice.

6. The Company’s Registrar and Transfer Agents (RTA) for its Share Registry Work (Physical and Electronic) are M/s.

Skyline Financial Services Pvt. Ltd. (Skyline) having their office at D-153/A, 1st floor, Phase I, Okhla Industrial Area, New

Delhi, Delhi 110020.

7. Pursuant to Sections 101 and 136 of the Companies Act, 2013, read with the Rules framed thereunder and pursuant to

the circulars issued by the Ministry of Corporate Affairs (MCA) regarding the Green Initiative, the Notice of the AGM inter

alia, would be sent by electronic mode to those Members whose e-mail addresses are registered with the Company/

Skyline/ Depository Participant and who have not opted to receive the same in physical form.

8. Members are requested to support the Green Initiative by registering/ updating their e-mail addresses, with their

Depository Participant (in case of Shares held in dematerialized form).

9. A copy of the Notice will also be available on the website of the Company viz. https://www.ridingsindia.com/investors.

Members are entitled to receive such communication in physical form, upon making a request to the Company for the

same. For any communication, the Members may also send a request to the Company’s investor email id:

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[email protected].

10. Relevant documents referred to in the Notice will be available for inspection at the Registered Office and the Corporate

Office of the Company during normal business hours, i.e. 10.00 a.m. to 6.00 p.m. on all working days except Saturdays

and Sundays, up to and including the date of the AGM.

11. Members/Proxies/Authorized Representatives are requested to bring their Attendance Slip enclosed herewith, to the

Meeting.

12. Brief details of Directors seeking re-appointment at the Annual General Meeting scheduled to be held on September 30,

2019 (Pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)

forms part of the notice.

The instructions for voting by members are annexed to the Notice.

a. Voting at AGM: The Members have to cast their vote through ballot, thereby exercising their voting rights at

the AGM. The Company will make necessary arrangements in this regard at the AGM Venue. The facility for

voting through ballot shall be made available at the Meeting.

b. The voting rights of Members shall be in proportion to their Share in the paid-up Equity Share Capital of the

Company as on the cut-off date i.e. Friday, 20th September, 2019. Members are eligible to cast their vote at

the AGM only if they are holding Shares as on that date. A person who is not a Member as on the cut-off date

is requested to treat this Notice for information purposes only.

c. Ms. Jasleen Kaur (FCS 9084, COP 10627) proprietor of M/s. Jasleen Kaur & Associates, Company Secretaries

have been appointed as Scrutinizer to scrutinize the ballot at the AGM, in a fair and transparent manner.

d. The Scrutinizer after scrutinizing the votes cast at the Meeting by ballot, will, not later than 48 hours of

conclusion of the Meeting, make a Scrutinizer’s Report of the votes cast in favor or against, if any and submit

the same forthwith to the Chairman or a person duly authorized by the Chairman who shall counter sign the

same and declare the results of the voting.

The results declared along with the Scrutinizer’s Report will be placed on the website of the Company at

https://www.ridingsindia.com/investors immediately after the results are declared and will simultaneously be

forwarded to BSE Limited– SME Platform, where Equity Shares of the Company are listed.

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PROFILE OF PROPOSED DIRECTOR

Name Praveen Kumar Baveja

Director Identification Number (DIN) 06778950

D.O.B. 01.02.1960

Qualification M. Tech, IIT Kharagpur

Expertise in specific area Business operations & development

Date of First appointment on the Board of the

Company

January 07, 2014

Shareholding in the Company 132000

List of Directorship held in other companies LBS Telecom Service Private Limited

Names of Listed Entities in which the person holds

membership of Committees of the Board

NIL

Relationship between Directors Inter-se NIL

RIDINGS CONSULTING ENGINEERS INDIA LIMITED

(CIN: L74899DL1995PLC072005) Registered Office: F-24, Pankaj Grand Plaza, Mayur Vihar, Phase I, New Delhi- 110091

ATTENDANCE SLIP FOR ANNUAL GENERAL MEETING

(To be surrendered at the venue of the meeting)

I certify that I am a registered shareholder/proxy/representative for the registered shareholder(s) of Ridings Consulting Engineers India Limited. I hereby record my presence at the Twenty Fourth Annual General Meeting of the shareholders of Ridings Consulting Engineers India Limited held on Monday, September 30, 2019 at 08:30 A.M. at 402, Avanta Business Centre, Statesman House, Barakhambha, New Delhi 110001.

Reg. Folio No./Client ID

DP ID

No. of Shares

Name and Address of Member

___________________________ Signature of Shareholder/Proxy/Representative (Please specify)

Form No. MGT-12

[Pursuant to section 109(5) of the Companies Act, 2013 and rule 21(1)(c) of the Companies (Management and

Administration) Rules, 2014]

BALLOT PAPER

24th Annual General Meeting of the members of Ridings Consulting Engineers India Limited to be held on Monday, September

30, 2019 at 08:30 A.M. at 402, Avanta Business Center, Statesman House, Barakhambha, New Delhi - 110091:-

Name of First Named Shareholder (In Block Letters)

……………………………………………..

Postal Address …………………………………………….. ……………………………………………..

Folio No./DP ID & Client ID

…………………………………………….. ……………………………………………..

No. of Shares held

…………………………………………….

Class of Shares ……………………………………………..

I hereby exercise my vote in respect of Ordinary/ Special Resolution enumerated below by recording my assent or dissent to the

said resolution in the following manner:

S. No. Brief of Resolutions In favor of Resolutions

Against the Resolutions

1. To receive, consider and adopt the Audited Balance Sheet of the Company as at 31st March, 2019 and the Statement of Profit & Loss Account for the year ended on that date together with the report of Directors and Auditors’ thereon.

2. To appoint a Director in place of Mr. Praveen Kumar Baveja, Whole Time Director (DIN: 06778950) who retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for Re-appointment.

Date: Place:

Signature of Shareholder

* Please tick in the appropriate column

RIDINGS CONSULTING ENGINEERS INDIA LIMITED (CIN: L74899DL1995PLC075005)

Registered Office: F-24, Pankaj Grand Plaza, Mayur Vihar, Phase-I, New Delhi- 110091 Form No. MGT-11

PROXY FORM [Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]

Name of the Member(s)

Registered address

E-mail I. d.

Folio no./Client Id*

DP ID

I/We, being the member(s) of Ridings Consulting Engineers India Limited holding ______________ shares hereby appoint:

1 Name ……………………………..

Address ……………………………..

……………………………..

E-Mail I.D. …………………………….

Signature …………………………….. or failing him

2 Name ……………………………..

Address ……………………………...

………………………………

E-Mail I.D. …………………………….

Signature …………………………….. or failing him

as my/our proxy to attend and vote (on poll) for me/us and on my/our behalf at the Annual General Meeting of the company, to be held on Monday, September 30, 2019 at

08:30 A.M. at 402, Avanta Business Centre, Statesman House, Barakhambha, New Delhi – 110001 and at any adjournment thereof in respect of such resolutions as are

indicated below:

S. No. Resolution For Against

1. To receive, consider and adopt the Audited Balance Sheet of the Company as at 31st March, 2019 and the Statement of Profit & Loss Account for the year ended on that date together with the report of Directors and Auditors’ thereon.

2. To appoint a Director in place of Mr. Praveen Kumar Baveja, Whole Time Director (DIN: 06778950) who retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for Re-appointment.

Signed this____________________________ day of ___________ 2019.

Signature of Shareholder Signature of Proxy holder(s)

Notes:

(1) This form, in order to be effective, should be duly stamped, completed, signed and deposited at the registered office of the Company, not less than 48 hours before the

meeting.

(2) For the resolutions, statement setting out material facts, notes and instructions please refer to the notice of Annual General Meeting.

(3) Appointing a proxy does not prevent a member from attending the meeting in person if he so wishes.

(4) In the case of joint holders, the signature of any one holder will be sufficient, but names of all the joint holders should be stated.

Please complete all details including details of member(s) and proxy(ies) in the above box before submission.

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ANNUAL REPORT

Financial year - 2018-19

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INDEX

S. No. CONTENTS PAGE NO. MANAGEMENT REPORT 1 Management Speech 03 2 Corporate Information 05 3 Director’s Report 06 4 Management Discussion & Analysis Report 37 5 Report on Corporate Governance 39 FINANCIALS 6 Independent Auditor’s Report 50 7 Balance Sheet 55 8 Statement of Profit & Loss Account 56 9 Cash Flow Statement 57 10 Notes to the Financial Statement 59

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.

24th ANNUAL GENERAL MEETING Monday, 30th September, 2019

Venue: 402, Avanta Business Centre, Statesman House, Barakhambha Road, New Delhi 110001

3

FROM THE DESK OF CEO

My Fellow Members, It is my honour and privilege to interact with you as the Chairman of the Board. On behalf of Board it gives me great pleasure to welcome you to 24th Annual General

Meeting of your Company “RIDINGS CONSULTING ENGINEERS INDIA LIMITED”. It has been a tumultuous year for us. The sudden demise of my father and our Managing Director, Mr. Sain Ditta Baveja, was a shock to all of Ridings family. He was the energy source of the Company which was fuelling its ambitions to reach the zenith. His passing created a void which impacted the Company from top to bottom, none had expected such incident to occur especially me. As the saying goes “the show must go on”, we at Ridings are trying our level best to come out of this shock and fulfill my father’s dream to make us leaders in Geospatial Data Creators. The pillars of our strong foundation includes technological advancements, geographical expansion, optimally scalable operations and strong customer relationship. The aim is to recognize our accomplishments during the

Financial Year 2018-19 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 2018-19 with a negative bottom

line and a flat top line taking the hit due to risings cost and

extra provisioning on account of various provisions and

costing.

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 for development of SMART cities has

paved way for opportunities which we were anticipating after

introduction of the SMART city concept. This concept is still

in its nascent stage across the nation and the foundation of

which requires our expertise. The SMART CITIES Board

have fast tracked their approach towards the pending

projects pan India and with government sticking to its aim of

making 99 such cities on priority basis it should be a boost

for the ailing industry and shall generate employment at a

rapid pace.

With ever slowing economic growth, no concrete reforms in

sector in reference to statutory approvals and controls, ever

changing GST rules and regulations regime, further fall in

customer and investor sentiments, increased cost specially

finance costs and no credible pick-up in sales, financial year

2020 is going to be very tough and challenging for the

company. We hope to achieve profitable results this financial

year amid these rising challenging and bring back the

Company on track to profitability.

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.

Before I conclude, I am thankful to all our Stakeholders, our

Bankers, our Investors, our vendors and most importantly

our customers for their trust and faith and looking forward to

your continued support and best wishes.

Thank You, Praveen Kumar Baveja CEO & Whole Time Director

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CORPORATE INFORMATION

Our Board of Directors and KMP Mr. Praveen Kumar Baveja (Whole Time Director & Chief Operating Officer) Mrs. Bharti Sinha (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 State Bank of India 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

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DIRECTORS’ REPORT

To

The Shareholders,

Your Directors have pleasure in presenting the Twenty Fourth 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 2019.

1. Financial Performance and Highlights

Particulars March 31, 2019 March 31, 2018

Revenue from Operations (Gross) 182,442,316 187,792,757 Other Income 6113,594 237,454

Total Revenue 188,555,910 188,030,211

Profit before Depreciation, Interest and Tax Expenses (41,201,726) 38,046,385

Less: Finance Cost 14,977,762 12,152,225

Profit/(Loss0 before Depreciation and Tax Expenses (56,179,488) 25,894,160

Less: Provision for Depreciation 9,542,161 8,561,253

Net Profit/(Loss) before Tax (65,721,649) 17,332,907

Less: Current Tax - 6,139,073

Less: Deferred Tax (15,599,372) 1,203,242 Net Profit/(Loss) after Tax (50,122,277) 12,397,076

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.

3. Dividend

Since the organization was not able to generate

profits out of its operations, the Board of Directors

of the Company have decided not to recommend

any dividend for FY 2018-19.

4. Transfer to Reserves and Surplus

Your Directors do not propose to transfer any

amount to the Reserves.

5. Share Capital

The paid up Equity share capital as at March 31st,

2019 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

31, 2019, 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, the following were

the changes in the Board of Directors and KMP of

the Company:

1. Mr. Raj Kumar resigned from the post of

directorship with effect from October 1,

2018.

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2. Mr. Sain Ditta Baveja ceased to be

Chairman and Director with effect from

February 2, 2019 due to his untimely

demise.

The following are the Key Managerial Personnel of the

Company for the Financial Year 2018-19:

S.

No.

Name Designation

1 Praveen Kumar

Baveja

Whole Time Director

& CEO

2 Sudhir Kumar

Baveja

CFO

3 Abhishek Bhargav CS

7. Number of meetings of the Board

The Board of the Company has met 11 (Eleven)

times and the details of the number of meetings of

the Board held during the financial year 2018-19

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 28, 2019

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,

2019, 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 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.

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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, 2019. Bank, Cash and Cash equivalents as at

March 31, 2019 was at Rs. 708,727/-. 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,

2019.

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 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, 2019. 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 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 2018-19. 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

9

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

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

10

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. 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.

23. Listing with Stock Exchanges

Your Company’s shares are listed on the BSE

Limited – SME Platform.

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

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 2018-19.

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;

11

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

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

2018-19.

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

12

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.

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, 2019, 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

13

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 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.

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/-

Praveen Kumar Baveja

Chairman

Place: Delhi

Dated: 02.09.2019

14

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:

15

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

16

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;

17

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”.

18

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/- (Praveen Kumar Baveja) Whole Time Director DIN: 06778950

19

ANNEXURE ‘B’ TO THE DIRECTORS’ REPORT MR-3

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED MARCH 31, 2019

[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, 2019, 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, 2019 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.

20

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: 16/08/2019 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: 16/08/2019 FCS No. – 9084

21

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, 2019

[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 L74899DL1995PLC075005

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, 2018)

No. of Shares held at the end of the year (As on March 31, 2019)

% Change during the year

Demat Physical

Total % of Total Shares

Demat Physical

Total % of Total Shares

A. Promoters

(1) Indian a) Individual/HUF 8800000 - 8800000 100 8800000 - 8800000 70.74

b) Central Govt. - - - - - - - - -

c) State Govt.(s) - - - - - - - - -

d) Bodies Corporate - - - - - - - - -

22

e) Banks/FI - - - - - - - - -

f) Any other - - - - - - - - -

Sub Total (A) (1) 8800000 - 8800000 100 8800000 - 8800000 70.74

(2) Foreign - - - - - - - - -

a) NRI Individuals - - - - - - - - -

b) Other Individuals - - - - - - - - -

c) Bodies Corporate - - - - - - - - -

d) Any other - - - - - - - - -

Sub Total (A) (2) - - - - - - - - -

Total (A) 8800000 - 8800000 100 8800000 - 8800000 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 168000 - 168000 1.35 520000 - 520000 4.18

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

592000 - 592000 4.76 1720000 - 1720000 13.83

c) Others (specify)

i) Non Resident Indians

32000 - 32000 0.26 24000 - 24000 0.19

ii) Overseas Corporate Bodies

- - - - - - - - -

iii) Foreign Nationals

- - - - - - - - -

iv) Clearing Members

2312000 - 2312000 18.56 1216000 - 1216000 9.77

v) Trusts - - - - - - - - -

vi) Foreign Bodies- D R

- - - - - - - - -

23

vii) Resident Indian HUF

536000 - 536000 4.31 160000 - 160000 1.29

Sub-Total B (2) 3640000 - 3640000 29.26 3640000 - 3640000 29.26

Total Public (B) 3640000 - 3640000 29.26 3640000 - 3640000 29.26

C. Shares held by Custodian for GDRs & ADRs

- - - - - - -

Grand Total (A+B+C)

1,24,40,000 1,24,40,000 100 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

79,37,600 63.8 - 79,37,600 63.8 - -

2. Sudhir Kumar Baveja

1,36,400 1.1 - 1,36,400 1.1 - -

3. Anil Kumar Baveja

1,32,000 1.1 - 1,32,000 1.1 - -

4. Praveen Kumar Baveja

1,32,000 1.1 - 1,32,000 1.1 - -

5. Suman Baveja 88,000 0.7 - 88,000 0.7 - -

6. Achla Baveja 88,000 0.7 - 88,000 0.7 - -

7. Shelly Baveja 88,000 0.7 - 88,000 0.7 - -

8. Ishan Baveja 66,000 0.5 - 66,000 0.5 - -

9. Mehak Baveja 66,000 0.5 - 66,000 0.5 - - 10. Harshit Baveja 66,000 0.5 - 66,000 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 7937600 63.80 7937600 63.80

Transfer of shares Allotment of Bonus Shares

At the end of the year 7937600 63.80 7937600 63.80





3. Anil Kumar Baveja


24







5. Suman Baveja

At the beginning of the year 88000 0.7 88000 0.7 Transfer of shares Allotment of Bonus Shares


6. Achla Baveja




7. Shelly Baveja

At the beginning of the year 88000 0.7 88000 0.7 Transfer of shares Allotment of Bonus Shares


8. Ishan Baveja




9. Mehak Baveja




10. Harshit Baveja




(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 2272000 18.26

06-04-2018 240000 1.93 2512000 20.19

25

13-04-2018 20-04-2018 11-05-2018 18-08-2018 08-06-2018 15-06-2018 29-06-2018 06-07-2018 20-07-2018 08-08-2018 31-08-2018 07-09-2018 14-09-2018 05-10-2018 16-11-2018 23-11-2018 30-11-2018 14-12-2018 21-12-2018 04-01-2019 11-01-2019 18-01-2019 25-01-2019 01-02-2019 08-02-2019 15-02-2019 22-02-2019 01-03-2019 08-03-2019 15-03-2019 22-03-2019 29-03-2019

(56000) (8000) 200000

8000 (160000)

8000 (104000)

(8000) 8000 8000

(112000) (48000)

(104000) 8000

24000 (64000) (24000) (24000)

(610000) (48000) 88000

(408000) (8000) 56000

(32000) 56000 24000 24000 8000 8000

(40000) 40000

(0.45) (0.46) 1.61 0.06

(1.29) 0.06

(0.84) (0.06) 0.06 0.06

(0.90) (0.39) (0.84) 0.06 0.19

(0.51) (0.19) (0.19) (4.90) (0.39) 0.71

(3.28) (0.06) 0.45

(0.26) 0.45 0.19 0.19 0.06 0.06

(0.32) 0.32

2456000 2448000 2648000 2656000 2496000 2504000 2400000 2392000 2400000 2408000 2296000 2248000 2144000 2152000 2176000 2108000 2084000 2060000 1450000 1402000 1490000 1082000 1074000 1130000 1098000 1154000 1178000 1202000 1210000 1218000 1178000 1216000

19.74 19.68 21.29 21.35 20.06 20.13 19.29 19.23 19.29 19.36 18.46 18.07 17.23 17.30 17.49 16.95 16.75 16.56 11.66 11.27 11.98 8.70 8.63 9.08 8.83 9.28 9.47 9.66 9.73 9.79 9.47 9.77

At the end of the year (or on the date of separation, if separated during the year)

1216000 9.77 1216000 9.77

2. Dinesh kumar Babulal Chaudhari No. of Shares % of total shares of the Company


At the beginning of the year - - - -

21-12-2018 544000 4.37 544000 4.37


544000 4.37 544000 4.37

3. Corporate Capital ventures Private Limited



At the beginning of the year 312000 2.51 - -

Date wise increase / decrease in shareholding during the year specifying the reasons for increase / decrease


312000 2.51 312000 2.51

26

4. Nadiya Bipinkumar Khodidas No. of Shares % of total shares of the Company


At the beginning of the year - - - - 18-01-2019 280000 2.25 280000 2.25


280000 2.25 280000 2.25

5. Surekhaben Jitendra kumar Shah No. of Shares % of total shares of the Company



31-08-2018 07-09-2018 14-09-2018 22-03-2019 29-03-2019

56000 40000 56000 24000 24000

0.45 0.32 0.45 0.19 0.19

56000 96000

152000 176000 200000

0.45 0.77 1.22 1.41 1.61


200000 1.61 200000 1.61

6. Vivid Offset Printers Private Limited No. of Shares % of total shares of the Company


At the beginning of the year - - - - 08-02-2019

22-02-2019 01-03-2019

32000 72000 48000

0.26 0.58 0.39

32000 104000 152000

0.26 0.84 1.22


152000 1.22 152000 1.22

7. Jitendrakumar Mafatlal Shah No. of Shares % of total shares of the Company



14-09-2018 22-03-2019 29-03-2019

32000 24000 16000

0.26 0.19 0.15

32000 56000 72000

0.26 0.45 0.58


72000 0.58 72000 0.58

8. Rinni Kaivanbhai Shah No. of Shares % of total shares of the Company



14-09-2018 22-03-2019

32000 24000

0.26 0.19

32000 56000

0.26 0.45


56000 0.45 56000 0.45

9. Sumit Shantilal Patel No. of Shares % of total shares of the Company



23-11-2018 40000 0.32 40000 0.32

27


40000 0.32 40000 0.32

10. Jitendrakumar Patel HUF No. of Shares % of total shares of the Company



21-12-2018 40000 0.32 40000 0.32


40000 0.32 40000 0.32

(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








Nil Nil Nil Nil


3. Bharti Sinha

At the beginning of the year Nil Nil Nil Nil Date wise increase / decrease in shareholding during the year specifying the reasons for increase / decrease

Nil Nil Nil Nil

At the end of the year Nil Nil Nil Nil

4. Rajeev Lal

At the beginning of the year Nil Nil Nil Nil


Nil Nil Nil Nil


5. Raj Kumar



Nil Nil Nil Nil

28





Nil Nil Nil Nil


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

2550166.31 -

-

45432038.16 -

-

- -

-

47982204.47 -

-

Total (i+ii+iii) 2550166.31 45432038.16 - 47982204.47

Change in Indebtedness during the financial year i) Addition ii) Reduction

3770742.00 2688701.20

27648390.00 17967044.28

- -

31419132.00 20655745.48

Net Change 1082040.80 9681345.72 - 10763386.52

Indebtedness at the end of the financial year i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not due

1468125.51 -

-

35752692.44 -

-

- -

-

37220817.95 -

-

Total (i+ii+iii) 1468125.51 35752692.44 - 37220817.95

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

29

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

- - -

- - -

- - -

Stock Option - - -

Sweat Equity - - -

Commission - As % of profit - others

- -

- -

- -

Others, please specify - - -

Total (A) - - -

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

-

- -

-

- -

-

- -

-

- -

Total (1) - - - -

Other Non- Executive Directors

• Fee for attending Board/ Committee meetings

• Commission

• Others

-

- -

-

- -

-

- -

-

- -

Total (2) - - - -

Total (B) (1+2) - - - -

Total Managerial Remuneration - - - -

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 (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

-

4.61

-

4.61

Stock Option - - - - Sweat Equity - - - -

30

Commission - as % of profit - others

- -

- -

- -

- -

Others - - - -

Total - 4.61 - 4.61

VII. Penalties / Punishment / Compounding of Offences

Type Section of Companies Act

Brief Description Details of penalty / punishment/ compounding fees imposed

Authority [RD / NCLT/ Court]

Appeal made, if any

A. Company

Penalty - - - - -

Punishment - - - - -

Compounding - - - - -

B. Directors

Penalty - - - - - Punishment - - - - -

Compounding - - - - -

C. Other Officers in Default

Penalty - - - - -

Punishment - - - - - Compounding - - - - -

31

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/- Praveen Kumar Baveja Chairman & Whole Time Director Place: New Delhi Date: 02.09.2019

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, 2019 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.

32

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 31.03.2019

Year ended 31.03.2018

A) Foreign currency used for:

a) Raw Materials Nil Nil b) Capital Goods Nil Nil

c) Expenditure in foreign currency

20,422,900 81,252,263

B) Earnings in foreign currency

52,846,724 96,747,242

By order of the Board For Ridings Consulting Engineers India Limited

Sd/- Praveen Kumar Baveja Chairman & Whole Time Director DIN: 06778950 Place: Delhi Date: 02/09/2019

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

33

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

34

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:

35

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/- Praveen Kumar Baveja Chairman & Whole Time Director DIN: 06778950 Place: Delhi Date: 02.09.2019

36

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)

Nil Nil

(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)

Nil Nil Nil Nil

(iii) * The percentage increase in the median remuneration of employees in the financial year is Nil.

(iv) The number of permanent employees on the rolls of the Company is 132.

(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 2018-19. (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.


Sd/- Praveen Kumar Baveja Chairman & Whole Time Director DIN: 06778950 Place: Delhi Date: 02/09/2019

37

ANNEXURE “H” TO THE DIRECTORS’ REPORT

Declaration of Chairman 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 2019,

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/-

(Praveen Kumar Baveja)

Chairman and Whole Time Director

Place: Delhi

Date: 02/09/2019

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

38

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

39

year the Company made net loss of Rs.

(50,122,277.00)/-.

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, 2019 are 132.


Sd/- Praveen Kumar Baveja Whole Time Director DIN: 06778950 Place: Delhi Date: 02/09/2019

CORPORATE GOVERNANCE REPORT

The Directors present the Company’s Report on Corporate

Governance for the year ended March 31, 2019, 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 one

executive director and 2 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 of the

Company’s Board. 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, Eleven Board

Meetings were held on 06.04.2018, 19.04.2018,

20.05.2018, 16.08.2018, 03.09.2018, 16.10.2018,

05.11.2018, 31.12.2018, 18.01.2019, 12.02.2019,

28.03.2019 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

Meetings and Annual General Meeting and also

number of Directorship in other Indian companies

and membership of the Committee (Audit

Committee, Stakeholders Relationship Committee

40

and Nomination & Remuneration Committee) of

the Board of such Companies are as follows:

Name of Directors & DIN

Date of Appointment/ Resignation/Cessation

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 (02/09/2019)

Promoter, Executive Director

Yes 09 7937600 1 Nil Nil

Praveen Kumar Baveja (06778950)

26/12/2017 Executive Director

Yes 11 132000 1 Nil Nil

Bharti Sinha (07985813)

14/11/2017 Independent non- executive

Yes 11 Nil Nil Nil Nil

Rajeev Lal (01544758)

26/12/2017 Independent non- executive

Yes 4 Nil 1 Nil Nil

Raj Kumar (08027782)

26/12/2017 (01/10/2018)

Independent non- executive

No 3 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, 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

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

41

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, 2019 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:

� 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

42

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

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;

43

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,

2018-19, there were four meeting of the

Committee on May 30, 2018, August 16, 2018,

November 05, 2018, and March 30, 2019.

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

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,

44

severance fees and increment of

Executive Directors;

� Define and implement the Performance

Linked Incentive Scheme (including

ESOP of the Company) and evaluate

the performance and determine the

amount of incentive of the Executive

Directors for the purpose.

� Decide the amount of Commission

payable to the Whole Time Directors;

� Review and suggest revision of the

Executive Directors keeping in view the

performance of the Company,

standards prevailing in the industry,

statutory guidelines, etc.; and

� To formulate and administer the

Employee Stock Option Scheme

The Composition of the Committee during

the period under review is mentioned below:

S. No.

Name of Member

Position held

1 Bharti Sinha Chairperson 2 Praveen

Kumar Baveja 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 2018-19 (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

Nil Nil Nil Nil

Praveen Kumar Baveja Whole Time Director & CEO

Nil 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

* Mr. Raj Kumar resigned from on the Board on October 01, 2019 **Mr. Sain Ditta Baveja ceased to be Director with effect from February 02, 2019 due to his demise.

45

6. Stakeholders’ Relationship Committee

The Board has constituted Stakeholders

Relationship Committee to approve the matters

relating to transfer of shares, change in address,

issue of duplicate share certificates, non-

certificates, non-receipt of Annual Reports, non-

receipt of dividend and review and Redressal of

shareholders / Investors’ grievances. Sufficient

powers have been delegated to this Committee.

The power of approving transfer of security as well

as rematerialization of securities have been

delegated to the Company Secretary.

The Composition of the Committee is stated

below:

S. No.

Name of Member

Position held

1 Bharti Sinha Chairperson

2 Praveen Kumar Baveja

Member

3 Rajeev Lal Member

Mr. Abhishek Bhargav, Company Secretary of the

Company is the secretary to the committee.

In the Financial Year 2018-19, the Company has

not received any investor compliant.


no compliant which is not solved to the satisfaction

of the shareholder.


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

2017-18 Hotel holiday Inn, Mayur Vihar, Delhi September 28, 2018 09:30 A.M.

No

2016-17 13/81, Lower Ground Floor, Vikram Vihar, Lajpat Nagar- Iv, New Delhi- 110024

September 30, 2017 11:00 AM

No

2015-16 13/81, Lower Ground Floor, Vikram Vihar, Lajpat Nagar- Iv, New Delhi- 110024

September 30, 2016 11:00 AM

No

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

Monday, September 30, 2019 at 08:30

A.M. at Statesman House,

Barakhambha, New Delhi- 110091

b. Financial year

The Company’s financial year covers

period from April 1, 2018 to March 31,

2019.

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

made payment of its listing fee, as

applicable, for the financial year ending

2019-20.

e. Stock code

The shares of the Company are traded

under code BSE- 541151.

46

f. Market price data- high, low during each month in last financial year

Month Stock Prices

Volume (Nos.) High Low April-18 728000 21.95 18.00

May-18 832000 27.45 18.10

June-18 272000 23.00 20.30 July-18 216000 22.50 20.50

August-18 136000 20.70 20.05

September-18 232000 20.25 18.70 October-18 - - 0

November-18 288000 24.00 19.00

December-18 264000 24.00 17.75 January-19 488000 21.4 18.00

February-19 304000 19.95 18.50

March-19 424000 21.50 18.35

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

0

5

10

15

20

25

30

1500

1600

1700

1800

1900

2000

2100

Comparison of Share Price with BSE SME Index

BSE SME Index Share Price

47

40001 – 50000 0 0 0 0

50001 – 100000 51 58.62 4080000 3.28 100000 and above 36 41.38 120320000 96.72

Total 87 100 124400000 100

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, 2019, 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

48

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

website of the Company at


g. Disclosure of commodity price risks

and commodity hedging activities.

During the financial year ended March

31st 2019 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/- Praveen Kumar Baveja Whole Time Director DIN: 06778950 Place: Delhi Date: 02/09/2019

49

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, 2019 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: 02/09/2019

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, 2019 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: 02/09/2019

50

Independent Auditors’ Report To the Members of Ridings Consulting Engineers India Limited Report on the Audit of the Financial Statements Opinion

We have audited the accompanying financial statements of Ridings

Consulting Engineers India Limited (“the Company”), which comprise the

Balance Sheet as at March 31, 2019, the Statement of Profit and Loss and

the Statement of Cash Flows for the year then ended and notes to the

financial statements including a summary of significant accounting policies

and other explanatory information.

In our opinion and to the best of our information and according to the

explanations given to us, the aforesaid financial statements give the

information required by the Companies Act, 2013 (“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 March 31, 2019, its loss and its cash flows for the year ended on that

date.

Basis for Opinion

We conducted our audit in accordance with Standards on Auditing (SAs)

specified under section 143(10) of the Act. Our responsibilities under those

Standards are further described in the Auditor’s Responsibilities for the

Audit of the financial statements section of our report. We are independent

of the Company in accordance with the Code of Ethics issued by the

Institute of Chartered Accountants of India (“ICAI”) together with the ethical

requirements that are relevant to our audit of the financial statements under

the provisions of the Act and Rules thereunder and we have fulfilled our

other ethical responsibilities in accordance with these requirements and the

Code of Ethics. We believe that the audit evidence we have obtained is

sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were

of most significance in our audit of the financial statements of the current

period. These matters were addressed in the context of our audit of the

financial statements as a whole, and in forming our opinion thereon, and we

do not provide a separate opinion on these matters. We have determined

the matters described below to be the key audit matters to be

communicated in our report.

1. Accuracy of recognition, measurement, presentation and

disclosures of revenues and other related balances in view of

Accounting Standard- 9- “Revenue Recognition”

Audit Procedures

- We have compared the company's policy for accounting sales with the significant accounting policies mentioned in the Notes to the Accounts.

- We have ensured that an appropriate, consistent revenue recognition policy is applied at the year end and ensured that the policy adopted is in line with generally accepted accounting principles. We have considered the accounting for long term contracts spread over the year end.

- We have checked entries in the sales day-book with copies of invoices and credit notes and ensured separate classification of amounts for different class of services given with by the company

- We have also ensured that where a sale includes a deferred element a portion of revenue is deferred where appropriate.

- We have determined whether there are any bill and hold sales at year end and also applied revenue recognition criteria to these sales.

- We have checked last 10 invoices/ credit notes of the current audit period and first 10 invoices/ credit notes of the next financial year to ensure cut-off procedures related to revenue recognition.

- We have vouched sample of sales invoices to supporting documentation

- We have checked the invoices raised by the company to ensure the same is in line with the terms of sales order and company’s sales policy.

- We have checked if the sales invoices are serially numbered, with particular attention to invoices cancelled during the audit period.

- We have scrutinised sales journal on overall basis & discuss any discrepancies/queries with client.

- We have also ensured disclosure as per Schedule III of the Act. 2. Recoverability of Trade Receivables

As at March 31, 2019 trade receivables amounting Rs. 267,096,512 are

outstanding for long period. Refer note _17 to the financial statements.

Audit Procedures

- Obtained the schedule of trade receivables giving the age wise analysis of trade receivables and sought reasons for old outstanding receivables to ensure recoverability of the same.

- Verified balances at the end of the year for subsequent realization.

- We have reviewed policy of the Company for provision for doubtful debts/ dad debts and ensured that the same is being followed consistently.

- We have sent the balance confirmation to trade receivables on sample basis and reconcile the year-end balance for confirmations received back.

- We have checked the amounts due from foreign parties converted into Indian Rupees at the year-end exchange rates to ensure compliance to the provisions AS-11 and verified the calculation and accounting effects for the same.

- We have ensured disclosure as per Schedule III of the Act.

3. Accuracy, Completeness and Existence of Cost of Services

Audit Procedures

Reviewed policy of the Company for incurring the project related expenses and the matrix for level of approvals for expenses made by the client.

- We have obtained the list of expenses related to cost of services and ensured that the same are correctly classified as cost of services.

- We have vouched samples of costs of service as recognised in audit period.

- We have reviewed the purchase orders/ agreements with various vendors to understand the terms & conditions.

- We have checked accounting entry agrees to supplier invoice and receipts documentation.

- We have ensured the expense represents a genuine business cost.

- We have checked foreign exchange translation, treatment of indirect taxes if any and cost classification on supplier invoice to recognition in expense general ledger.

- We have ensured disclosure as per Schedule III of the Act.

51

Emphasis of Matter

We draw attention to the following matters in the notes to the financial

statements:

(i) Note 38 of the accompanying Statement wherein the

management has explained certain discrepancies

identified by it in the previous year balances i.e.

opening balances as on April 1, 2018. The

Management has rectified the said discrepancies while

preparing audited financial statements for the year

ended March 31, 2019 without restating the opening

balances.

(ii) Note 17 of accompanying statement wherein the

management has explained reasons for considering old

outstanding receivables as good and fully recoverable.

Our opinion is not modified in respect of these matters.

Responsibilities of Management and Those Charged with

Governance for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in

section 134(5) of the Act with respect to the preparation of these 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 relevant rules

issued thereunder. 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 financial statements

that give a true and fair view and are free from material misstatement,

whether due to fraud or error.

In preparing the financial statements, management is responsible for

assessing the Company’s ability to continue as a going concern,

disclosing, as applicable, matters related to going concern and using the

going concern basis of accounting unless management either intends to

liquidate the Company or to cease operations, or has no realistic

alternative but to do so.

Those Board of Directors are also responsible for overseeing the

Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the

financial statements as a whole are free from material misstatement,

whether due to fraud or error, and to issue an auditor’s report that includes

our opinion. Reasonable assurance is a high level of assurance, but is not

a guarantee that an audit conducted in accordance with SAs will always

detect a material misstatement when it exists. Misstatements can arise

from fraud or error and are considered material if, individually or in the

aggregate, they could reasonably be expected to influence the economic

decisions of users taken on the basis of this financial statements. As part

of an audit in accordance with SAs, we exercise professional judgment

and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the

financial statements, whether due to fraud or error, design and perform

audit procedures responsive to those risks, and obtain audit evidence that

is sufficient and appropriate to provide a basis for our opinion. The risk of

not detecting a material misstatement resulting from fraud is higher than

for one resulting from error, as fraud may involve collusion, forgery,

intentional omissions, misrepresentations, or the override of internal

control.

• Obtain an understanding of internal control relevant to the

audit in order to design audit procedures that are appropriate in the

circumstances. Under section 143(3)(i) of the Act, we are also responsible

for expressing our opinion on whether the company has adequate internal

financial controls with reference to financial statements in place and the

operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and

the reasonableness of accounting estimates and related disclosures made

by management.

• Conclude on the appropriateness of management’s use of the

going concern basis of accounting and, based on the audit evidence

obtained, whether a material uncertainty exists related to events or

conditions that may cast significant doubt on the Company’s ability to

continue as a going concern. If we conclude that a material uncertainty

exists, we are required to draw attention in our auditor’s report to the

related disclosures in the financial statements or, if such disclosures are

inadequate, to modify our opinion. Our conclusions are based on the audit

evidence obtained up to the date of our auditor’s report. However, future

events or conditions may cause the Company to cease to continue as a

going concern.

• Evaluate the overall presentation, structure and content of the

financial statements, including the disclosures, and whether the financial

statements represent the underlying transactions and events in a manner

that achieves fair presentation.

We communicate with those charged with governance regarding, among

other matters, the planned scope and timing of the audit and significant

audit findings, including any significant deficiencies in internal control that

we identify during our audit.

We also provide those charged with governance with a statement that we

have complied with relevant ethical requirements regarding

independence, and to communicate with them all relationships and other

matters that may reasonably be thought to bear on our independence, and

where applicable, related safeguards.

From the matters communicated with those charged with governance, we

determine those matters that were of most significance in the audit of the

financial statements of the current period and are therefore the key audit

matters. We describe these matters in our auditor’s report unless law or

regulation precludes public disclosure about the matter or when, in

extremely rare circumstances, we determine that a matter should not be

communicated in our report because the adverse consequences of doing

so would reasonably be expected to outweigh the public interest benefits

of such communication.

Other Matter

i. The financial statements of the Company for the year

ended March 31, 2018 were audited by another firm of

Chartered Accountants who vide their report dated May

52

30, 2018, expressed an unmodified opinion on those

statements.

ii. As explained in sub para (i) above and note 38 of the

accompanying statement, we are not commenting upon

the opening balances as on April 1, 2018. Further, the

Company has properly accounted for the effect of all

discrepancies and adequately disclosed the same while

presenting audited financial statements for the year

ended March 31, 2019.

Our audit report is not modified in respect of these matters.

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 section 143(11) of the Act, we give in “Annexure 1”,

a statement on the matters specified in paragraphs 3 and 4 of

the Order, to the extent applicable.

(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

books;

d. The Balance Sheet, the Statement of Profit and Loss, and the

Statement of Cash Flows dealt with by this report are in agreement with

the books of account;

e. In our opinion, the aforesaid financial statements comply with the

Accounting Standards specified under section 133 of the Act read with

relevant rules issued thereunder;

f. On the basis of the written representations received from the directors

as on March 31, 2019, and taken on record by the Board of Directors,

none of the directors is disqualified as on March 31, 2019 from being

appointed as a director in terms of section 164(2) of the Act;

g. With respect to the adequacy of the internal financial controls with

reference to financial statements of the Company and the operating

effectiveness of such controls, we give our separate report in “Annexure

2”.

h. 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. Hence, the question of any material foreseeable losses does not arise; (iii) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

For NKSC & Co.

Chartered Accountants ICAI Firm Registration No.020076N

____________________ Naresh Sharma

Partner

Membership No.: 089123

Place: New Delhi Date: May 30, 2019

53

ANNEXURE 1 TO THE INDEPENDENT AUDITOR’S REPORT

[Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’ in the Independent Auditor’s Report of even date to the members of

Ridings Consulting Engineers India Limited on the financial statements for the year ended March 31, 2019]

(i)

(a) The Company has not maintained proper records showing full

particulars, including quantitative details and situation of fixed

assets.

(b) During the year, fixed assets have not been physically verified

by the management. However, there is a regular programme

of verification which, in our opinion, is reasonable having

regard to the size of the Company and the nature of its

assets.

(c) There is no immoveable property held in the name of the

Company.

(ii) The Company does not hold any inventory. Accordingly, paragraph

3 (ii) of the Order is not applicable to the Company.

(iii) As informed, the Company has not granted any loans, secured or

unsecured to companies, firms, Limited Liability Partnerships or

other parties covered in the register maintained under section 189

of the Act. Accordingly, paragraph 3 (iii)(a), 3 (iii)(b) and 3 (iii)(c) of

the Order are not applicable to the Company.

(iv) According to the information and explanation given to us, there are

no loans, investments, guarantees and securities. Accordingly,

paragraph 3(iv) of the Order is not applicable to the Company.

(v) In our opinion and according to the information and explanations

given to us, the Company has not accepted any deposits from the

public within the provisions of Sections 73 to 76 of the Act and the

rules framed there under.

(vi) The Central Government has not prescribed the maintenance of

cost records for any of the products of the Company under sub-

section (1) of Section 148 of the Act and the rules framed there

under.

(vii)

(a) The Company is not regular in depositing with appropriate

authorities, undisputed statutory dues including provident fund,

employees’ state insurance, income tax, goods and service tax,

customs duty, cess and any other material statutory dues

applicable to it, and there have been delays in a large number

of cases.

According to the information and explanations given to us, no undisputed

dues in respect of provident fund, employees’ state insurance, sales tax,

service tax, value added tax, goods and service tax, customs duty, excise

duty, cess and any other material statutory dues applicable to it, which

were outstanding, at the year end for a period of more than six months

from the date they became payable except in case of income tax as

follows:

Name

of the

statut

e

Nature

of the

dues

Amoun

t

`

Period

to

which

the

amoun

t

relates

Due Date Date of

Paymen

t

Incom

e Tax

Act,

1961

Tax

Deducte

d at

source

55,208 2018-

19

07-May-

2018

Not yet

paid

55,208 2018-

19

07-June-

2018

Not yet

paid

55,208 2018-

19

07-July-

2018

Not yet

paid

55,208 2018-

19

07-August-

2018

Not yet

paid

55,208 2018-

19

07-

September

- 2018

Not yet

paid

(b) According to the information and explanation given to us, there

are no dues with respect to income tax, sales tax, service tax,

value added tax, goods and service tax, customs duty, excise

duty, which have not been deposited on account of any

dispute.

(viii) According to the information and explanations given to us, the

Company has defaulted in repayment of loans or borrowings to

financial institutions and banks. The details of which is as follows: -

Particulars Amount of

default (In

Rs.)

Period of

Default

Intec Capital Limited 67,283 0-1

Deutsche Bank Limited 817,327 0-12

HDFC Bank Limited 137,972 0-12

Ratnakar Bank Limited 334,387 0-12

Aditya Birla Finance Limited 1,188,937 0-23

Capital First Limited 251,203 0-4

Capital First Limited II 54,342 0-1

Infoline Finance Limited 317,201 0-2

Kanika Investment Limited 948,366 0-4

54

Religare Finvest Limited 158,347 0-9

Zen Lefin Private Limited 382,728 0-1

Tata Capital Finance

Services Limited

238,665 0-21

There are no dues to government and debenture holders.

(ix) The Company had during the previous financial year made an Initial

Public Offer (IPO). The net proceeds of the IPO were received on

March 31, 2018. The material portion of IPO proceeds were

primarily utilised on current financial year. In our opinion and

according to the information and explanation given to us, the

Company has utilised the money raised by way of IPO (refer note

40 of the financial statements for details of issue size, utilised and

unutilised portion of IPO proceeds) and the term loans during the

year for the purpose for which they were raised. The details of

unutilised portion of the IPO proceeds as on March 31, 2019 are

detailed hereunder:

Nature of

the funds

raised

Objects Amount

(Rs.)

Utilised till

March 31,

2019

Initial public

offer

Meeting working

capital requirements

50,000,000 50,000,000

General Corporate

purposes

8,838,075 8,838,075

(x) During the course of our examination of the books and records of

the Company, carried out in accordance with the generally accepted

auditing practices in India, and according to the information and

explanations given to us, we have neither come across any

instance of fraud by the Company or any fraud on the Company by

its officers or employees, noticed or reported during the year, nor

have we been informed of any such instance by the management.

(xi) According to the information and explanations given to us,

managerial remuneration has been paid / provided in accordance

with the requisite approvals mandated by the provisions of section

197 read with Schedule V to the Act.

(xii) In our opinion and according to the information and explanations

given to us, the Company is not a Nidhi Company. Therefore,

paragraph 3(xii) of the Order is not applicable to the Company.

(xiii) According to the information and explanation given to us, all

transactions entered into by the Company with the related parties

are in compliance with sections 177 and 188 of Act, where

applicable and the details have been disclosed in the Financial

Statements etc., as required by the applicable accounting

standards.

(xiv) The Company has not made any preferential allotment or private

placement of shares or fully or partly convertible debentures during

the year under review. Therefore, paragraph 3(xiv) of the Order is

not applicable to the Company.

(xv) According to the information and explanations given to us, the

Company has not entered into any non-cash transactions with

directors or persons connected with him during the year.

(xvi) According to the information and explanation given to us, the

Company is not required to be registered under section 45-IA of the

Reserve Bank of India Act, 1934.

For NKSC & Co. Chartered Accountants ICAI Firm Registration No. 020076N

___________________

Naresh Sharma Partner Membership No. 089123 Place: Delhi Date: May 30, 2019

55

Ridings Consulting Engineers India Limited

Balance Sheet as at March 31, 2019 (Amounts are in Rupees unless otherwise stated)

Particulars Notes As at

March 31, 2019 As at

March 31, 2018

EQUITY AND LIABILITIES

Shareholder's Funds

Share Capital 3 124,400,000 124,400,000

Reserves and Surplus 4 (2,997,344) 47,124,933

121,402,656 171,524,933

Non-Current Liabilities

Long-Term Borrowings 5 4,938,930 10,328,011

Long-Term Provisions 6 1,581,034 1,221,613

6,519,964 11,549,624

Current Liabilities

Short-Term Borrowings 7 80,031,396 92,744,846

Trade Payables 8

Outstanding dues of micro enterprises and small enterprises - -

Outstanding dues of creditors other than micro enterprises and small enterprises 64,492,448 7,266,488

Other Current Liabilities 9 54,015,631 51,032,351

Short Term Provisions 10 196,040 -

198,735,515 151,043,685

Total Equity & Liabilities 326,658,135 334,118,242

ASSETS

Non-Current Assets

Property, Plant & Equipment 11 21,692,891 26,970,262

Intangible Assets 12 173,523 1,371,956

Deferred tax assets (net) 13 17,617,441 2,018,069

Long term loans and advances 14 6,997,578 5,986,656

Other non-current assets 15 2,719,457 1,481,604

49,200,889 37,828,547

Current Assets

Inventories 16 - 36,285,800

Trade receivables 17 267,096,512 200,874,964

Cash and cash equivalents 18 708,727 44,644,822

Short-term loans and advances 19 8,323,949 13,305,581

Other current assets 20 1,328,058 1,178,528

277,457,246 296,289,695

Total Assets 326,658,135 334,118,242

Summary of significant accounting policies

The accompanying notes form an integral part of the Financial Statements.

As per our report of even date

For NKSC & Co. For and on behalf of the Board of Directors of

Chartered Accountants Ridings Consulting Engineers India Limited

ICAI Firm Registration No.: 020076N

Naresh Sharma Praveen Kumar Baveja

Partner Director

ICAI Membership No.: 089123 DIN: 06778950

Sudhir Kumar Baveja Abhishek Bhargava

Chief Finance Officer Company Secretary

PAN: AAHPB5240J ICSI M. No.: 47428

Place: New Delhi Place: NOIDA

Date : May 30, 2019 Date : May 30, 2019

56


Statement of Profit and Loss for the year ended March 31, 2019

(Amounts are in Rupees unless otherwise stated)

Particulars Notes For the year ended March 31, 2019

For the year ended March 31, 2018

Revenue from Operations 21 182,442,316 187,792,757

Other Income 22 6,113,594 666,629

Total Revenue 188,555,910 188,459,386

Expenses

Cost of services 23 98,123,448 98,145,393

Changes in work-in-progress 24 36,285,800 (14,419,726)

Employee Benefit Expense 25 42,764,615 30,956,256

Financial Costs 26 14,977,762 15,884,896

Depreciation and Amortization Expense 27 9,542,161 8,561,253

Other Expenses 28 52,583,773 31,998,404

Total Expenses 254,277,559 171,126,476

(Loss)/Profit before tax (65,721,649) 17,332,910

Tax expense:

Current tax - 6,139,073

Deferred tax (15,599,372) (1,203,242)

(15,599,372) 4,935,831

(Loss)/Profit after tax (50,122,277) 12,397,079

(Loss)/Earning per equity share: 29

Nominal value of ₹ 10 each (Previous year ₹ 10 each)

Basic (4.03) 1.00

Diluted (4.03) 1.00

Summary of significant accounting policies

The accompanying notes form an integral part of the Financial Statements.


For NKSC & Co. For and on behalf of the Board of Directors of




Partner Director






Date : May 30, 2019 Date : May 30, 2019

57


Cash Flow Statement for the year ended March 31, 2019



A. Cash flow from operating activities

Net profit before tax (65,721,649) (17,109,671)

Adjustments for:

Depreciation and amortisation 9,542,161 8,561,253

Finance costs 8,220,223 10,820,119

Loan processing charges 3,141,701 1,249,376 Interest on delay in payment of taxes 3,615,838 3,815,402 Interest income (643,139) (237,454)

Advances written off 217,852 -

Bad debts written off 309,242 4,062,204

Provision for doubtful debts 25,809,485 -

Liability no longer required written back (5,068,750) - Unrealised foreign exchange loss 6,652,731 -

Operating (loss)/profit before working capital changes (13,924,304) 11,161,228

Adjustments for (increase)/decrease in operating assets

Trade receivables (98,023,367) (13,621,711)

Non current assets (1,237,853) (2,024,866)

Long term loans and advances 1,633,072 330,947 Short term loans and advances 4,855,777 (4,800,902)

Inventories 36,285,800 (14,419,726)

Adjustments for increase/(decrease) in operating liabilities

Other current liabilities (3,109,841) (393,218)

Other Long term liabilities - (61,826)

Long term provisions 359,421 (645,605)

Short term provisions 196,040 (9,957,585)

Trade payables 56,834,765 1,781,559

Net Cash (used in) operating activities (16,130,490) (32,651,707)

Taxes paid (2,643,994) (6,139,074)

Net cash (used in) operating activities (18,774,484) (38,790,780)

B. Cash flow from investing activities:

Purchase of Fixed Assets (3,066,356) (16,674,532)

Interest income received 493,608 (48,292)

Net cash (used in) investing activities (2,572,748) (16,722,825)

C. Cash flow from financing activities:

Repayment of long term borrowings (net) 4,538,160 (332,919)

Repayment of short term borrowings (net) (12,713,450) 9,412,957

Interest paid (11,400,992) (14,635,521)

Loan processing fee paid (3,141,701) (1,249,376)

Issue of Shares - 104,400,000

Net cash (used in)/ genrated from financing activities (22,717,982) 97,595,142

Net (decrease)/increase in cash and cash equivalent (A+B+C) (44,065,214) 42,081,537

Unrealised foreign exchange gain on cash and cash equivalents 129,119 -

Cash and cash equivalents at the beginning of the year (D) 44,644,822 2,563,285

Cash and cash equivalents at end of the year 708,727 44,644,822

58

Cash and cash equivalents comprise Fixed deposits shown under cash and cash equivalent:

– on current accounts 264,523 41,725,269

- Cash on hand 444,204 2,919,553

Total cash and bank balances at end of the year 708,727 44,644,822

Notes :

1. The above Cash Flow Statement has been prepared under the indirect method set out in AS-3 "Cash Flow Statements" as notified under section 133 of the Companies Act, 2013, read with rules 7 of the Companies (Accounts) Rules, 2014.

2. Notes to the Financials Statements are integral part of the Cash Flow Statement.

For NKSC & Co. For and on behalf of the Board of Directors of Chartered Accountants Ridings Consulting Engineers India Limited



Partner Director





Place: New Delhi Place: NOIDA Date : May 30, 2019 Date : May 30, 2019

59


Notes to financial statements for the year ended March 31, 2019


3 Share capital

a) The Company has one class of shares i.e. Equity Shares, having a par value of ₹ 10 per share.

Share Capital March 31, 2019 March 31, 2018

Particulars Number Amount Number Amount

Authorised Capital

Equity shares of ₹ 10 each (previous year ₹ 10)

15,000,000 150,000,000 15,000,000 150,000,000

15,000,000 150,000,000 15,000,000 150,000,000

Issued, subscribed and fully paid up

Equity shares of ₹ 10 each (previous year ₹ 10)

12,440,000 124,400,000 12,440,000 124,400,000

12,440,000 124,400,000 12,440,000 124,400,000

b) Reconciliation of shares outstanding as at the beginning and at the end of the reporting year

Particulars Number Amount Number Amount

Opening Balance 12,440,000 124,400,000 2,000,000 20,000,000

Add: Share issued during the year by way of:

- -

-Allotment of share for a consideration in cash (Refer footnote i)

- - 3,640,000 36,400,000

-Allotment of share for a consideration other than in cash (Refer footnote ii)

- - 6,800,000 68,000,000

Outstanding at the end of the year 12,440,000 124,400,000 12,440,000 124,400,000


Footnote i

Pursuant to initial public offering (IPO), 3,640,000 equity shares of the Company of Rs. 10 each were alloted at Rs. 18 per equity share (including security premium of Rs. 8 each)

Date of allotment No. of shares Share capital

Securities Premium Total

March 26, 2018 3,640,000 36,400,000 29,120,000 65,520,000 The equity shares of the Company were listed on SME platform of BSE with effect from

March 26, 2018.

Footnote ii

The Board of Directors of the Company at its meeting held on November 09, 2017 approved bonus issue to existing shareholders in ratio of 3.4:1. The Company has issued 68,000,000 equity shares of Rs. 10 each.

c) Terms/rights attached to equity

shares

Voting

Each holder of equity shares is entitled to one vote per share held.

Dividends

The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to approval of the shareholders in ensuing Annual General Meeting except in the case where interim dividend is distributed. The Company has not distributed any dividend in the current year and previous year.

60

Liquidation

In the event of liquidation of the Company, the holders of equity shares shall be entitled to receive all of the remaining assets of the Company, after distribution of all preferential amounts, if any. Such distribution amounts will be in proportion to the number of equity shares held by the shareholders.

d) The Company does not have any holding Company.

e) Shares held by the shareholders holding more than 5% shares in the Company

Name of share holders March 31, 2019 March 31, 2018

Number of shares

Percentage of share holding

Number of shares

Percentage of share holding

Mr. Sain Dita Baveja 7,937,600 63.81% 7,937,600 63.81%

Beeline Broking Limited 1,216,000 9.77% 2,456,000 19.74%

Total 9,153,600 73.58% 10,393,600 83.55%

As per records of the Company, including its register of shareholders/members, the above shareholding represents both legal and beneficial ownerships of shares.

f) No class of shares have been issued as bonus shares and shares issued for consideration other than cash during the period of five years immediately preceding the reporting date except for one class of share for which aggregate value has been mentioned below:

31-Mar-19 31-Mar-18

Particulars Numbers In aggregate

Numbers In aggregate

Equity shares allotted as fully paid-up pursuant to contracts for consideration other than cash

6,800,000 6,800,000

g) No class of shares have been bought back by the Company during the period of five years immediately preceding the reporting date.

4 Reserve & Surplus `

4.1

Securities Premium reserve As at March 31, 2019

As at March 31, 2018

Opening Balance 29,120,000 29,120,000

Closing Balance 29,120,000 29,120,000

4.2

Surplus in the Statement of Profit and Loss

Opening Balance 18,004,933 69,170,432

Add: Excess provision on account of taxation previous year - 2,271,439

Add: MAT Credit - 2,165,983

Less: Amount Utilized for Issue of Bonus Shares - (68,000,000)

Add: Profit for the year (50,122,277) 12,397,079

(32,117,344) 18,004,933

Total (2,997,344) 47,124,933

5 Long Term Borrowings As at March 31, 2019


Term loans- from Banks

-Secured (refer footnote i) 297,276 -

- Unsecured (refer footnote ii) 2,053,225 7,777,845

From other parties (refer footnote iii)

- Unsecured 2,588,429 2,550,166

4,938,930 10,328,011

61

Footnote:

i) Secured

The Company has taken Term Loans from following Banks. Details of the loans are as follows:

Name of Bank Loan taken

Rate of

Interest

Tenure

EMI First EMI date Balance outstanding as on March 31,

2019

Balance outstanding as on March 31,

2018

Intec Capital Ltd Loan (refer footnote a) 3,178,35

0

13.50%

48 Month

s

86,059

1,108,984

1,844,594

(a) Company has given Machines in the form of security ( Hypothecation of asset) to acquire term loan from Intec capital.

Vehicle Loan (refer footnote b)

Tata Capital Finance Services Limited 798,000

15.80%

36 Month

s

28,055

3-Oct-16 160,801

446,809

Tata Capital Financial Services Ltd 333,000

16.38%

60 Month

s

8,010 3-Oct-16

198,362

258,773

1,468,147

2,550,176

b) Further, vehicle loan taken from Tata Capital Financial Services Limited is secured against hypothecation of vehicles.

ii) Unsecured

b) The Company has taken term loans from following Banks. Details of the loans are as follows:

Name of Bank Loan taken

Rate of

Interest

Tenure

EMI First EMI date Balance outstandingas on March 31,

2019

Balance outstandingas on March 31,

2018

Deutsche Bank II 3,300,00

0

18.50%

36 Month

s

120,132

5-Jun-16

1,368,304

2,453,809

HDFC Bank Limited 4,000,00

0

16.00%

48 Month

s

113,361 4-Dec-17

2,937,268

3,755,042

Ratnakar Bank Limited 2,500,00

0

18.50%

25 Month

s

125,415 5-May-17

246,634

1,568,992

4,552,206

7,777,843

iii) The Company has taken loans from financial institutions. Details of the loans are as follows:

Name of financial institutions Loan taken

Rate of

Interest

Tenure

EMI First EMI date Balance outstandingas on March 31,

2019

Balance outstandingas on March 31,

2018

Aditya Birla Finance Ltd 2,500,00

0

18.50%

24 Month

s

125,416 5-Dec-17

1,046,403

2,235,340

Capital First Limited 3,420,00

0

8.75% 36 Month

s

107,939 5-Jun-17

962,124

2,094,628

Capital First Limited-II 2,550,00

0

18.50%

36 Month

s

92,830 2-Nov-18

2,274,036

-

Infoline Finance Limited 2,500,00

0

20.00%

24 Month

s

127,240 3-Oct-17

834,142

2,057,631

Kanika Investment Limited 2,000,00

0

19.50%

24 Month

s

101,304 2-Jan-18

841,850

1,790,216

Religare Finvest Ltd 3,521,00

0

18.51%

36 Month

s

128,195 1-Jan-18

2,284,693

3,295,911

62

Neo Growth Credit Pvt ltd 2,500,00

0

14.00%

8 Month

s

118,750

27-Oct-17

-

1,466,520

Tata Capital 2,500,00

0

18.00%

24 Month

s

121,811

24-Mar-17

-

1,228,180

United Petro Finance 1,000,00

0

16.56%

65 Month

s

18,558

12-Dec-17

-

787,755

Zen Lefin Pvt Ltd 3,521,00

0

19.20%

720 days

151,517

4-Jul-17

582,556

2,123,965

8,825,804

17,080,146

6 Long Term Provisions



Provision For Gratuity (refer note 31) 1,179,926

1,221,613

Provision For Leave Encashment (refer note 31)

401,108

-

Total 1,581,034

1,221,613

7 Short Term Borrowings



Loans repayable on demand (refer footnote i)

From Bank

-Bank overdraft 57,676,749

55,090,652

Loans repayable on demand

-From Directors (refer footnote ii) 22,354,647

20,574,047

-From NBFC (refer footnote iii) -

17,080,147

Total 80,031,396

92,744,846

i. Overdraft from State Bank of India

Cash credit represents overdrafts from State Bank of India (limit Rs. 6 Crores) which is repayable on demand.

Rate of Interest

It carries interest rate of bank's base rate plus 1.25 % i.e. 9.75% calculated on monthly basis on the actual amount utilised.

Primary Security:

Hypothecation of entire present and future current assets of the Company and hypothecation of stock and recievables

Collateral

Residential flat no. C-603, Kartik Kunj, Plot no. D-13, Sector-44, Noida, measuring 153.34 sq meter owned by Mr. Sain Ditta Baveja

House no. 1211-P, Sector 37B, Chandigarh, measuring 216.89 sq meter owned by Mr. Sain Ditta Baveja

ii. Loan from Directors

Unsecured loans from directors represent interest free loans taken from Directors which is repayable on demand.

iii. Loan from NBFC

Refer footnote iii of note 5

8 Trade Payable



Trade payables

63

- to micro enterprises and small enterprises

-

-

- to others 64,492,448

7,266,488

Total 64,492,448

7,266,488

9 Other current liabilities



Interest accrued and due on borrowings- Directors

970,097

1,355,190

Interest accrued but not due on borrowings

820,162

-

Current maturities of long term borrowings

9,927,241

-

Statutory dues 4,394,948

8,671,983

Employee payables 18,949,235

17,486,100

Security payable -

641,049

Expenses payable (refer note 37) 18,159,841

22,878,029

Advance from customer 794,107

-

Total 54,015,631

51,032,351

10 Short term provisions



Provision for gratuity (refer note 31) 141,873

-

Provision for leave encashment (refer note 31)

54,167

-

196,040

-

…. Space intentionally left blank….

13 Deferred Tax Assets

In accordance with Accounting Standard 22 on ‘Accounting for Taxes on Income’ the increase in net Deferred Tax Asset of Rs. 15,599,372 for the current year has been recognised as (benefit) in the Statement of Profit and Loss. The tax effect of significant timing differences as at March 31, 2019 that reverse in one or more subsequent years gave rise to the following net Deferred Tax Asset as at March 31, 2019.

March 31, 2019 Charge/(benefit)

March 31, 2018

Deferred tax assets

Provision for gratuity 306,781

(306,781)

-

Provision for leave encashment 104,288

(104,288)

-

Provision for doubtful debts 6,710,466

(6,710,466)

-

Carried forward losses 8,253,131

(8,253,131)

-

15,374,666

(15,374,666)

-

Deferred tax liabilities

On account of depreciation (2,242,775)

(224,706)

(2,018,069)

Total deferred tax liabilities (2,242,775)

(224,706)

(2,018,069)

Net deferred tax liabilities (17,617,441)

(15,599,372)

(2,018,069)

64

The management is of the view that the current losses are of temporary nature due to one time impact of bad debts in current year. The management believes on the basis of current order book and agreements/ MOUs that the Company will be profitable in next 1-2 years and will be able to fully recover unabsorbed depreciation and losses within the timeframe allowed under Income Tax Act, 1961.

14 Long Term Loans and Advances


Unsecured, considered good, unless otherwise stated

Security Deposit

Unsecured 2,116,786

1,889,291

Earnest Money deposits -

1,860,567

MAT credit entitlement 2,165,983

2,165,983

Advance income tax (net of provisions for tax)

2,714,809

70,815

Total 6,997,578

5,986,656

15 Other Non Current Assets

March 31, 2019 March 31, 2018

Fixed deposits 2,719,457

1,481,604

Total 2,719,457

1,481,604

Details of Fixed deposits

Non current deposits include: • Deposits of Rs. 719,610 (Previous year Rs. 1,481,604) for issue of guarantees in favor of Narmada Development Division-9 Maihar, • Deposits of Rs. 1,999,847 (Previous year Rs. Nil) for issue of guarantees in favor of Valley Development Authority,

16 Inventories

March 31, 2019 March 31, 2018

Work-in-progress -

36,285,800

Total -

36,285,800

17 Trade Recievables

March 31, 2019 March 31, 2018

Unsecured, considered good unless stated otherwise

Outstanding for a period exceeding six months from the date they are due for payment

- Considered good 81,501,085

123,624,547

- Considered doubtful 25,809,485 -

107,310,570 123,624,547

Less: Provision for doubtful trade receivables

(25,809,485) -

81,501,085 123,624,547

Others 185,595,427 77,250,417

Total 267,096,512

200,874,964

65

Note: The Company has assessed recoverability of outstanding trade receivables amounting Rs. 267,096,512. Based on such assessment, the management is of the view that most of these balances are good except as shown doubtful in the financial results. Further, in the opinion of the management, it has made necessary provisions/took write off, wherever required and net balances are fully recoverable.

18 Cash & Cash Equivalent

March 31, 2019 March 31, 2018

Balance with banks

- On current accounts 264,523

41,725,269

Cash on hand 444,204

2,919,553

Total 708,727

44,644,822

19 Short Terms Loans and Advances

March 31, 2019 March 31, 2018

Advance to supplier 7,500,000

12,500,000

Advance to employees 328,742

449,659

Prepaid Expenses 200,664

70,175

TDS receivable from financial institutions

294,543

285,747

Total 8,323,949

13,305,581

20 Other current assets

March 31, 2019 March 31, 2018

Interest accrued on fixed deposits 1,328,058

1,178,528

Total 1,328,058

1,178,528

….Space intentionally left blank….

66




11. Propert, plant & equipment

Current year

Particulars Gross block (at cost) Accumulated depreciation Net block

As at April 1,

2018

Additions/ Adjustme

nts

Disposals/ Adjustme

nts


As at April 1,

2018

Depreciation for the

year

Disposals

/ Adjustme

nts

As at March

31, 2019

As at March

31, 2019

Owned assets

Plant & Machinery 51,015,63

1

2,624,712

- 53,640,343

26,181,68

0

6,933,384

- 33,115,0

64

20,525,2

79 Furniture and fixtures

932,933 - -

932,933

567,867

85,835 -

653,702

279,231 Office Equipment

227,431 - -

227,431

163,910

28,885 -

192,795

34,636 Computers

4,117,684

441,644 -

4,559,328

3,299,368

851,896 -

4,151,264

408,064

Vehicles 2,178,155

- - 2,178,155

1,288,746

443,728

- 1,732,47

4

445,681

Total 58,471,83

4

3,066,356

- 61,538,190

31,501,57

1

8,343,728

- 39,845,2

99

21,692,8

91

Previous year

Particulars Gross block (at cost) Accumulated depreciation Net block

As at April 1,

2017

Additions Disposals/ Adjustme

nts


As at April 1,

2017

Depreciation for the

year

Disposals

/ Adjustme

nts

As at March

31, 2018

As at March

31, 2018

Owned assets

Plant & Machinery 34,946,62

4

16,069,00

6

- 51,015,631

18,431,56

1

7,750,119

- 26,181,6

80

24,833,9

51 Furniture and fixtures

622,123

310,810 -

932,933

464,399

103,468 -

567,867

365,066 Office Equipment

159,247

68,184 -

227,431

126,485

37,425 -

163,910

63,520 Computers

3,891,220

226,464 -

4,117,684

2,812,194

487,174 -

3,299,368

818,316

Vehicles 2,178,155

- - 2,178,155

1,123,773

164,973

- 1,288,74

6

889,409

Total 41,797,36

9

16,674,46

4

- 58,471,834

22,958,41

2

8,543,159

- 31,501,5

71

26,970,2

62

Note:

67

Company has given Machines in the form of security ( Hypothecation of asset) to acquire term loan from Intec capital. (refer note 5 (i))




12. Intangible Assets

Current Year

Particulars Gross block (at cost) Accumulated amortisation Net block

As at April 1,

2018

Additions/ Adjustment

s

Disposals/ Adjustment

s

As at March

31, 2019

As at April 1,

2018

Depreciatio

n for the year


s

As at March

31, 2019

As at March

31, 2019

Software 5,376,921

- - 5,376,92

1

4,004,96

5

1,198,433

-

5,203,39

8

173,523

Total 5,376,921

- - 5,376,92

1

4,004,96

5

1,198,433

-

5,203,39

8

173,523

Previous Year

Particulars Gross block (at cost) Accumulated amortisation Net block

As at April 1,

2017

Additions/ Adjustment

s


s

As at March

31, 2018

As at April 1,

2017

Depreciatio

n for the year


s

As at March

31, 2018

As at March

31, 2018

Software 5,376,921

- - 5,376,92

1

3,986,87

6

18,089

-

4,004,96

5

1,371,95

6

Total 5,376,921

- - 5,376,92

1

3,986,87

6

18,089

-

4,004,96

5

1,371,95

6

68




21 Revenue from Operations



Sales of Services

-Income from services 129,595,592 71,294,988

-Income from services - export 52,846,724 96,747,243

-Income From service - ST exempt - 19,741,830

Other Operating Revenue

Training fees - 8,696

Total 182,442,316 187,792,757

22 Other Income



Interest income 643,139 237,454

Liability written back 5,068,750 -

Notice salary recovered - 429,175

Discount received 174,761 -

Interest on income tax refund 170,615 -

Miscellaneous income 56,329 -

Total 6,113,594 666,629

23 Cost of Material Consumed



Project expenses 98,123,448 98,145,393

Total 98,123,448 98,145,393

24 Change in Inventories



Opening work in progress 36,285,800 21,866,074

Closing work in progress - 36,285,800

Total 36,285,800 (14,419,726)

25 Employement Benefit Expenses



Salary, wages, bonus and other benefits 33,605,070 22,327,450

Contribution to provident and other funds (refer note 31) 2,284,376 1,580,658

Gratuity expense (refer note 31) 458,657 218,375

69

Leave encashment expense (refer note 31) 744,050 152,479

Staff welfare expenses 272,462 201,954

Director Remuneration 5,400,000 6,475,340

Total 42,764,615 30,956,256

26 Financial Cost



Interest on

- Bank Overdraft 4,175,815 3,490,795

- Term loan 4,044,408 7,329,323

- Delay in payment of statutory dues 3,615,838 3,815,402

Other borrowing charges 3,141,701 1,249,376

Total 14,977,762 15,884,896

27 Depreciation & Amortised Cost



Depreciation (refer note 11) 8,343,728 8,543,164

Amortisation (refer note 12) 1,198,433 18,089

Total 9,542,161 8,561,253

28 Other Expenses



Rent (refer note 33) 2,492,995 2,486,183

Legal & professional expenses (refer footnote i) 12,054,308 14,002,947

Business promotion expenses 89,722 649,989

Consumable store 175,596 -

Travelling & conveyance expenses 775,932 839,360

Electricity & water expenses 841,511 770,306

Insurance expenses 55,702 47,465

Membership & subscription 82,947 8,500

Bank charges 487,433 82,731

Office expenses 499,607 478,038

Printing & stationary 475,826 229,109

Repair & maintainance 283,298 342,161

Provision for doubtful debts 25,809,485 -

Amount written off 217,852 -

Foreign exchange fluctuation loss 7,042,319 125,433

Bad debts 309,242 4,062,204

IPO expenses - 6,681,925

Director's sitting fees 32,050 -

Communication expenses 575,809 608,896

Commission charges - 252,339

Miscellaneous expenses 282,139 330,818

Total 52,583,773 31,998,404

70

Footnote i. Payment to auditors (excluding GST)


Statutory audit 220,000 90,000

Total 220,000 90,000

29 Basic and diluted earnings per equity share

The calculation of earnings per Share (EPS) has been made in accordance with Accounting Standard (AS) -20. A statement on calculation of Basic and Diluted EPS is as under.

Reference Units March 31, 2019 March 31, 2018

Profit after tax A Rs. (50,122,277) 12,397,079

Weighted average numbers of equity shares B Numbers 12,440,000 12,440,000

Basic earnings per share A/B Rs. (4.03) 1.00

Diluted earnings per share A/B Rs. (4.03) 1.00

Note: The Company does not have any outstanding dilutive potential equity shares. Hence, the Basic and diluted Earnings Per Share of the Company are same.

---Space intentionally left blank---

30 There are no contingent liability and commitment as at March 31, 2019 and March 31, 2018.

31 Employee benefits obligations

The Company has in accordance with the Accounting Standard-15 ‘Employee Benefits’ calculated various benefits provided to employees as under:

A. Defined contribution plans

During the year, the Company has recognised the following amounts in the Statement of Profit and Loss:


Employers contribution to provident fund (Refer note 25)

1,555,443 975,696

Total 1,555,443

975,696

Defined benefit plans and other long term employee benefits:

The present value obligation in respect of gratuity and earned leave is determined based on actuarial valuation using the projected unit credit method, which recognises each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligations. The summarised positions of various defined benefits are as under:

I. Actuarial assumptions

Particulars Gratuity (unfunded)

71

March 31, 2019 March 31, 2018

Discount rate (per annum) 7.76% 7.75%

Expected rate of increase in compensation levels 5.00% 5.00%

Expected rate of return on plan assets N.A. N.A.

Expected average remaining working lives of employees (years)

29.12 29

Retirement age (years) 58 60

Mortality table IALM (2012-14) IALM (2006-08)

Ages Withdrawal Rate (%)

Up to 30 Years 5

From 31 to 44 years 5

Above 44 years 5

Note:

The discount rate has been assumed at 7.76% (previous year 7.75%) which is determined by reference to market yield at the balance sheet date on government securities. The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

II. Present value of obligation

Particulars Gratuity (funded)

March 31, 2019 March 31, 2018

Present value of obligation at the beginning of the year

1,221,613

1,003,238

Current service cost 418,743 158,312

Interest cost 96,930 38,875

Benefit paid (358,470)

-

Actuarial (gain)/loss on obligation (57,017)

21,188

Present value of obligation at the end of the year 1,321,799

1,221,613

III. Expenses recognised in the Statement of Profit and Loss for the year

Particulars Gratuity (unfunded)

March 31, 2019 March 31, 2018

Current service cost 418,744 158,312

Interest cost 96,930 38,875

Net actuarial (gain)loss to be recognized (57,017)

21,188

Expense recognised in Statement of Profit and Loss

458,657 218,375

IV. Reconciliation of present value of defined benefit obligation

Particulars Gratuity (funded)

March 31, 2019 March 31, 2018

Present value of obligation as at the end of the year (A)

1,321,799

1,221,613

Fair Value of plan assets as at the end of the year (B)

- 0

Net liability recognized in Balance Sheet as at year end (A-B) 1,321,799

1,221,613

Amount classified as:

Short term provision (Refer note 6) 141,873 107,611

72

Long term provision (Refer note 10) 1,179,926

1,114,002

V. Net asset/(liability) and actuarial experience gain/(loss) for present benefit obligation (‘PBO’) and plan assets and employers best estimate for next year

(a) Gratuity (Funded)

Particulars March 31, 2019 March 31, 2018 March 31, 2017

DBO 1,331,600 1,221,613 1,003,238

Plan assets - - -

Net (liability) 1,331,600

1,221,613

1,003,238

(Gain)/loss due to change in assumptions 21,676

(57,323)

22,508

Experience gain/(loss) on DBO (78,693)

78,511 -427,634

Total actuarial (gain)/loss on DBO (57,017)

21,188 -405,126


PBO 1,216,103

-

Plan assets - -

Net (liability) 1,216,103

-

(c) Employer’s best estimate for contribution during next 12 months

Particulars Amount in Rs.

Employees gratuity fund -

Leave Encashment

I. Actuarial assumptions

Particulars Earned Leave (unfunded)

March 31, 2019

Discount rate (per annum) 7.51%

Expected rate of increase in compensation levels 5.00%

Expected rate of return on plan assets N.A.

Expected average remaining working lives of employees (years)

29.12

Retirement age (years) 58

Mortality table IALM (2012-14)

Ages Withdrawal Rate (%)

Up to 30 Years 5

From 31 to 44 years 5

Above 44 years 5

II. Present value of obligation


March 31, 2019

Present value of obligation at the beginning of the year

-

Current service cost 455,275

73

Interest cost -

Benefit paid -

Actuarial (gain)/loss on obligation -

Present value of obligation at the end of the year 455,275

III. Expenses recognised in the Statement of Profit and Loss for the year

Particulars Earned leave (unfunded)

March 31, 2019

Current service cost 455,275

Interest cost -

Net actuarial (gain)loss to be recognized -

Expense recognised in Statement of Profit and Loss

455,275

IV. Reconciliation of present value of defined benefit obligation and fair value of assets


March 31, 2019

Present value of obligation as at the end of the year (A)

455,275

Fair Value of plan assets as at the end of the year (B)

-

Net liability recognized in Balance Sheet as at year end (A-B) 455,275

Amount classified as:

Short term provision (Refer note 6) 54,167

Long term provision (Refer note 10) 401,108

V. Net asset/(liability) and actuarial experience gain/(loss) for present benefit obligation (‘PBO’) and plan assets and employers best estimate for next year

(b) Earned Leave (unfunded)

Particulars March 31, 2019 March 31, 2018 March 31, 2017

PBO 455,275

- -

Experience gain/(loss) on PBO - - -

Experience gain/(loss) on plan assets - - -


PBO - -

Plan assets - -

Net (liability) - -

(c) Employer’s best estimate for contribution during next 12 months

74

Particulars Amount in Rs.

Earned leave -

….Space intenationally left blank….

32 Segment reporting

Primary segment

Based on the dominant source and nature of risks and returns, organization structure and internal financial reporting system, the Company has identified geographical segment on the basis of location of customers as its primary segments.

Financial information about the primary segments is given below:


Particulars India Abroad Total

Revenue

External revenue 129,595,592

52,846,724 182,442,316

Total revenue 129,595,592 52,846,724 182,442,316

Results

Segment results (70,538,074) 13,680,593 (56,857,481)

Unallocated expenses -

Operating profit (56,857,481)

Finance costs (14,977,762)

Other income including finance income 6,113,594

Profit before tax (65,721,649)

Income taxes (15,599,372)

Net profit (50,122,277)


Segment assets 182,557,185 126,483,510 309,040,695

Unallocable assets 17,617,441

Total assets 326,658,135

Segment liabilities 94,385,719 15,972,113 110,357,833

Unallocable liabilities 94,897,647

Total liabilities 205,255,479

Other information

Capital expenditure-allocable 2,818,212

248,144 3,066,356

Capital expenditure-unallocable - - -

Depreciation and amortisation- allocable 8,045,503

1,496,658

9,542,161

Depreciation and amortisation-unallocable - - -

Other significant non-cash expenses (net)-allocable (15,599,372) - (15,599,372)

75

Other significant non-cash expenses (net)-unallocable

- - -

Secondary Segment

Since the Company deals in single product/service, there are no separate reportable business segments and accordingly disclosures related to secondary segments are not provided.


Particulars India Abroad Total

Revenue

External revenue 91,045,514 96,747,243 187,792,757

Total revenue 91,045,514 96,747,243 187,792,757

Results

Segment results 22,188,612 10,362,565 32,551,177

Unallocated expenses -

Operating profit 32,551,177

Finance costs (15,884,896)

Other income including finance income 666,629

Profit before tax 17,332,910

Income taxes 4,935,831

Net profit 12,397,079


Segment assets 230,389,386 99,473,986 329,863,372

Unallocable assets 4,254,870

Total assets 334,118,242

Segment liabilities 44,304,385 15,216,066 59,520,451

Unallocable liabilities 103,072,857

Total liabilities 162,593,308

Other information

Capital expenditure-allocable 403,827

16,270,637 16,674,464

Capital expenditure-unallocable

Depreciation and amortisation- allocable 3,348,675

5,212,577 8,561,253

Depreciation and amortisation-unallocable - - -

Other significant non-cash expenses (net)-allocable 80,315

(1,283,557) (1,203,242)

Other significant non-cash expenses (net)-unallocable

- - -

Secondary Segment

Since the Company deals in single product/service, there are no separate reportable business segments and accordingly disclosures related to secondary segments are not provided.

….Space intenationally left blank….

76

33 Leases

As lessee

The Company is a lessee under various lease terms for office premises. Rental expense for operating lease for the year ended March 31, 2019 and March 31, 2018 was ₹ 2,492,995 and ₹ 2,486,183 respectively. Total of future minimum lease payments under non-cancellable leases are as follows:


Not later than one year 1,029,000

-

Later than one year but not later than 5 years - -

Later than 5 years - -

Total 1,029,000

-

34 Expenditure in foreign currency


Project expenses 16,053,548

77,438,997

Bank charges 344,085 80,163

Consultancy charges 820,608 -

Salary and wages 2,926,297

3,203,857

Others 278,362 529,246

Total 20,422,900

81,252,263

35 Earnings in foreign currency


Revenue from operations

52,846,724

96,747,242

Total 52,846,724

96,747,242

36 Un-hedged foreign currency exposure

The year-end foreign currency exposures that have not been hedged by a derivative instrument or otherwise as follows:

Receivables in foreign currency

Particulars March 31, 2019 March 31, 2018 March 31, 2019 March 31, 2018

Amount in Rs. Amount in Rs. Amount in Original Currency

Amount in Original

Currency

- Trade receivables 123,750,816 86,033,907

671,646 492,336

- Trade payable 6,205,162 4,202,966

33,678 24,349

- Short term loans and advances 427,926 447,065

2,323 2,764

- Employee Payable 16,249,903 9,274,335

88,195 53,730

77

- Cash and bank balances 98,824 1,617,351

536 9,370

*Abbreviations: BHD: Bahraini Dinar

37 Disclosure relating to suppliers registered under Micro, Small and Medium Enterprise Development Act, 2006 (MSMED Act, 2006):

March 31, 2019 March 31, 2018

The principal amount and the interest due thereon remaining unpaid to any MSME supplier as at the end of each accounting year included in

Principal amount due to micro and small enterprises - -

Interest due on above - -

- -

The amount of interest paid by the buyer in terms of section 16 of the MSMED ACT 2006 along with the amounts of the payment made to the supplier beyond appointed day during each accounting year.

- -

The amount of interest due and payable for the period of delay in making payment (which have been paid but beyond the appointment day during the year) but without adding the interest specified under the MSMED Act, 2006.

- -

The amount of interest accrued and remaining unpaid at the end of each accounting year. - -

The amount of further interest remaining due and payable even in the succeeding years, until such date when the interest dues as above are actually paid to the small enterprise for the purpose of disallowance as a deductible under section 23 of the MSMED Act 2006.

- -

38 The financial statements of the Company for the year ended March 31, 2018 were audited by another firm of Chartered Accountants who expressed an unmodified opinion on those statements. While presenting audited financial results for the half year and year ended March 31, 2019, the Company has observed certain discrepancies in the audited closing balances (comparative figures) as at March 31, 2018. The details of which are as below:

(i) Till March 31, 2018, the Company had not restated their monetary assets and liabilities as required by para 11 of Accounting Standard -11 “Effects of Changes in Foreign Exchange Rates”.

(ii) Till March 31, 2018, the Company had not provided for liability on account of earned leaves as required by para 129-131 of Accounting Standard -15 “Employee Benefits”.

(iii) Till March 31, 2018, the Company had not followed useful lives for property, plant and equipments as envisaged in the Schedule II to the Act.

The Company has properly accounted for the effect of all discrepancies and adequately disclosed the same while presenting audited financial results for the year ended March 31, 2019.

….Space intentionally left blank….

39 Related party disclosure

The disclosure as required by the Accounting Standard -18 (Related Party Disclosure) are given below:

(A) List of related parties with whom transactions have taken place:

78

Nature of relationship Name of related party

Enterprises in which key management personnel and their relatives are able to exercise significant influence

LBS Telecom Services Private Limited

Gift A Life Agricare Private Limited

Baveja Gupta & Co.

Key Management Personnel Sain Ditta Baveja- Managing Director (upto February 2, 2019)

Praveen Kumar Baveja - Chief executive officer

Sudhir Kumar Baveja- Chief Financial Officer

(B) Details of related party transactions are as below:


Revenue

1. Professional services

LBS Telecom Services Private Limited - 144,882

2. Other expenses

a. Legal and professional expenses

Baveja Gupta & Co. - 1,397,395

b. Office Expenses

Gift A Life Agricare Private Limited 28,186 -

Finance Cost

a. Interest on Loan

Mr. S. D. Baveja - 939,858

- 939,858

3. Liability written back

Mr. S. D. Baveja 2,250,000 -

Mr. PK Baveja 1,800,000 -

Mr. Sudhir Baveja 1,350,000 -

5,400,000 -

4. Loan taken during the year

Mr. PK Baveja 244,000 130,000

Mr. S. D. Baveja 5,902,000 14,852,760

Mr. Sudhir Baveja 3,247,000 1,550,000

9,393,000 16,532,760

5. Reimbursement of expenses to KMPs

Mr. S. D. Baveja 551,781 946,828

Mr. PK Baveja 677,018 821,393

Mr. Sudhir Baveja 695,712 685,677

1,924,511 2,453,898

6. Director Remuneration

79

Mr. S. D. Baveja 2,250,000

2,200,000

Mr. PK Baveja 1,800,000

1,885,000

Mr. Sudhir Baveja 1,350,000

900,000

5,400,000 4,985,000

(C) Balance outstanding with or from related parties as at:


1. Short term borrowings

Mr. S. D. Baveja 11,044,100

9,907,500


9,570,000

Mr. Sudhir Baveja 2,390,547

1,096,547

22,354,647

20,574,047

2. Other current liabilities

a. Payable for expenses

Baveja Gupta & Co. 767,395 1,217,395

Gift A Life Agricare Private Limited 8,260 2,464

775,655 1,219,859

b. Interest accrued and due

Mr. PK Baveja 80,640 80,640

Mr. S. D. Baveja 889,457 889,457

970,097 970,097

c. Employee related payables

Mr. S. D. Baveja 773,983 1,536,763


2,055,021

Mr. Sudhir Baveja 488,712 443,493

2,597,616

4,035,277

40 During the year ended March 31, 2018, pursuant to Initial Public Offering ("IPO") 3,640,000 Equity Shares of Rs. 10 each were allotted to public at a premium of Rs. 8 per share. The details of which are as under:

Particulars No. of shares Price per share Amount (Rs.)

Gross proceeds from IPO - Fresh issue 3,640,000

18 65,520,000

Less: total share issue expenses 6,681,925

Net Proceeds from IPO 58,838,075

The shares were been listed at BSE on March 26, 2018. Details of the utilisation of IPO proceeds are as under:

Objects Amount (Rs.) Utilised till March 31, 2019

Meeting working capital requirements 50,000,000

50,000,000

80

General Corporate purposes 8,838,075

8,838,075.00

Total 58,838,075

58,838,075

41 The Company has reclassified/regrouped previous year figures where necessary to conform to the current year’s classification.


For NKSC & Co. For and on behalf of Board of Directors of


ICAI Firm Registration No.:020076N



Partner Director Chief Financial Officer Company Secretary

Membership No.:089123 DIN: 06778950 PAN: AAHPB5240J ICSI M. No.: 47428


Date : May 30, 2019 Date : May 30, 2019

1. Background Ridings Consulting Engineers India Limited (‘the Company’) was incorporated in India on December 28, 1995 to serve the growing needs for high-quality geospatial data generation & GIS solutions for the various Industries. It is a company at the leading edge of technology providing an entire range of services in the field of Underground Survey by Ground Penetrating Radar (GPR), Geospatial data creation using Remote Sensing & Satellite image and Topographical Surveying, Nationally & Internationally. The Company’s shares have been listed with SME platform of Bombay Stock Exchange Limited (BSE) consequent to a public offer of shares by the Company. 2. Summary of significant accounting policies

(i) Basis for preparation of Financial Statements: The financial statements have been prepared to comply in all material respects with the Accounting Standards notified under Section 133 of the Companies Act, 2013 (‘the Act”), read with Rule 7 of the Companies (Accounts) Rules, 2014. The financial statements have been prepared under the historical cost convention on an accrual basis. The accounting policies have been consistently applied by the Company and are consistent with those used in the previous year. All assets and liabilities have been classified as current or non-current as per the Company’s normal operating cycle and other criteria set out in the Schedule III to the Act.

(ii) Use of estimates The preparation of financial statements in conformity with Generally Accepted Accounting Principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and contingent liabilities at the reported date and the reported amounts of revenues and expenses during the reporting period. Although these estimates are based on the management’s best knowledge of current events and actions, actual results could differ from these estimates. Any revision in accounting estimate is recognised prospectively in current and future periods.

(iii) Revenue recognition

Revenue is recognised to the extent that it is probable that the economic benefit will flow to the Company and revenue can be reliably measured. Revenue from services Revenue in respect of services is recognised after rendering of services. Revenue is recorded at invoice value, net of discounts and taxes, if any. Other Income Interest Revenue from interest on time deposits is recognised on the time proportion method taking into consideration the amount outstanding and the applicable interest rates.

(v) Property, Plant & Equipment Items of property, plant & equipment are stated at cost of acquisition net of recoverable taxes (wherever applicable), less accumulated depreciation and impairment losses, if any. Cost comprises the purchase price and any cost attributable to bringing the assets to its working condition for its intended use. Subsequent expenditure related to an item of property, plant & equipment is added to its book value only if it increases the future benefits from the existing asset beyond its previously assessed standard of performance. All other expenses on existing property, plant & equipment, including day to day repair and maintenance and cost of replacing parts are charged to the Statement of Profit and Loss for the year during which such expenses are incurred. Property, plant & equipment retired from active use and held for disposal are stated at lower of book value and net realisable value as estimated by the Company and are shown separately in the financial statements under other current assets. Loss determined, if any, is recognised immediately in the Statement of Profit and Loss, whereas profit and sale of such assets is recognised only upon completion of sale thereof.

(vi) Intangible assets An intangible asset is recognized when it is probable that the future economic benefits attributable to the asset will flow to the enterprise and

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where its cost can be reliably measured. Intangible assets are stated at cost of acquisition less accumulated amortisation and impairment losses, if any. Cost comprises the purchase price and any cost attributable to bringing the assets to its working condition for its intended use. Losses arising from the retirement of, and gain or losses arising from disposal of an intangible asset are determined as the difference between the net disposal proceeds and the carrying amount of asset and recognised as income or expense in the Statement of Profit and Loss.

(vii) Depreciation and amortisation Depreciation has been calculated on Straight Line Method at the useful lives, which are equal to useful lives specified as per schedule II to the Act. Amortisation has been calculated on straight line method at the useful lives, based on management estimates and in accordance with Accounting Standard-26 “Intangible Asset”. Depreciation and amortisation on addition to property, plant & equipment and intangible assets respectively is provided on pro-rata basis from the date the assets are ready for intended use. Depreciation and amortisation on sale/discard from property, plant & equipment and intangible assets respectively is provided for up to the date of sale, deduction or discard of the assets as the case may be. Depreciation method, useful lives and residual values are reviewed at each financial year end, and changes, if any, are accounted for prospectively. The useful lives of the assets are as under:

(v) Impairment of assets

The carrying amounts of assets are reviewed at each Balance Sheet date if there is any indication of impairment based on internal/external factors. An impairment loss is recognised wherever the carrying amount of an asset exceeds its recoverable amount. The recoverable amount is the greater of the asset’s net selling price and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value at the weighted average cost of capital. After impairment, depreciation/amortisation is provided on the revised carrying amount of the asset over its remaining useful life.

(vi) Leases: Where the Company is lessee Finance leases, which effectively transfer to the Company substantially all the risks and benefits incidental to ownership of the leased item, are capitalized at the inception of the lease term at the lower of the fair value of the leased property and present value of minimum lease payments. Lease

payments are apportioned between the finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are recognised as finance costs in the Statement of Profit and Loss. Lease management fees, legal charges and other initial direct costs of lease are capitalised. A leased asset is depreciated on a straight-line basis over the useful life of the asset as determined by the management or the useful life envisaged in Schedule II to the Act, whichever is lower. However, if there is no reasonable certainty that the Company will obtain the ownership by the end of the lease term, the capitalised asset is depreciated on a straight-line basis over the shorter of the estimated useful life of the asset, the lease term and the useful life envisaged in Schedule II to the Act. Leases, where the lessor effectively retains substantially all the risks and benefits of ownership of the leased item, are classified as operating leases. Operating lease payments are recognised as an expense in the Statement of Profit and Loss on a straight-line basis over the lease term. Where the Company is the lessor Leases in which the Company transfers substantially all the risks and benefits of ownership of the asset are classified as finance leases. Assets given under finance lease are recognised as a receivable at an amount equal to the net investment in the lease. After initial recognition, the Company apportions lease rentals between the principal repayment and interest income so as to achieve a constant periodic rate of return on the net investment outstanding in respect of the finance lease. The interest income is recognised in the Statement of Profit and Loss. Initial direct costs such as legal costs, brokerage costs, etc. are recognised immediately in the Statement of Profit and Loss. Leases in which the Company does not transfer substantially all the risks and benefits of ownership of the asset are classified as operating leases. Assets subject to operating leases are included in fixed assets. Lease income on an operating lease is recognised in the Statement of Profit and Loss on a straight-line basis over the lease term. Costs, including depreciation, are recognised as an expense in the Statement of Profit and Loss. Initial direct costs such as legal costs, brokerage costs, etc. are recognised immediately in the Statement of Profit and Loss.

(vii) Employee Benefits Short term employee benefits: All employee benefits payable wholly within twelve months of rendering the service are classified as short-term employee benefits. Benefits such as salaries, wages, and bonus etc are recognised in the Statement of Profit and Loss in the year in which the employee renders the related service. Long term employee benefits:

i. Defined contribution plan: Provident fund All employees of the Company are entitled to receive benefits under the Provident Fund, which is a defined contribution plan. Both the employee and the employer make monthly contributions to the plan at a predetermined rate as per the provisions of The Employees Provident Fund and Miscellaneous Provisions Act, 1952. These contributions are made to the fund administered and managed by the Government of India. The Company has no further obligations under the plan beyond its monthly contributions.

ii. Defined Benefit Plan: Gratuity The Company provides for retirement benefits in the form of Gratuity. Benefits payable to eligible employees of the company with respect to gratuity, a defined benefit plan is accounted for on the basis of an actuarial valuation as at the balance sheet date. In accordance with the Payment of Gratuity Act, 1972, the plan provides for lump sum payments to vested employees on retirement, death while in service or on termination of employment in an amount equivalent to 15 days basic salary for each completed year of service. Vesting occurs upon completion of five years of

Particulars Useful life (years)

Property, plant & equipment:

Furniture and fixtures 8-10

Plant & Machinery 15

Office equipment 5

Vehicle 8-10

Computer equipment 3

Intangible assets:

Software 5

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service. The present value of such obligation is determined by the projected unit credit method and adjusted for past service cost and fair value of plan assets as at the balance sheet date through which the obligations are to be settled. The resultant actuarial gain or loss on change in present value of the defined benefit obligation or change in return of the plan assets is recognised as an income or expense in the Statement of Profit and Loss. The expected return on plan assets is based on the assumed rate of return of such assets.

iii. Other long-term benefits: Leave encashment Benefits under the Company’s leave encashment scheme constitute other employee benefits. The liability in respect of leave encashment is provided on the basis of an actuarial valuation done by an independent actuary as at the balance sheet date. Actuarial gain and losses are recognised immediately in the Statement of Profit and Loss.

(viii) Foreign exchange transactions Transactions in foreign currency are recorded at the exchange rate prevailing at the date of the transaction. Exchange differences arising on foreign currency transactions settled during the year are recognized in the Statement of Profit and Loss. Monetary assets and liabilities denominated in foreign currencies as at the balance sheet date, not covered by forward exchange contracts, are translated at year end rates. The resultant exchange differences are recognized in the Statement of Profit and Loss. Non- monetary assets and liabilities are recorded at the rates prevailing on the date of the transaction. Translation of integral and non-integral foreign operations The Company classifies its foreign operations as either “integral foreign operations” or “non-integral foreign operations”. The financial statements of an integral foreign operation are translated as if the transactions of the foreign operations have been those of the Company itself. The assets and liabilities (except share capital which is taken at historical cost) both monetary and non-monetary, of the non-integral foreign operation are translated at the closing rate. Income and expense items of the non-integral foreign operation are translated at average rates at the date of transaction. All resulting exchange differences are accumulated in a foreign currency translation reserve until the disposal of the net investment, at which time the accumulated amount is recognized as income or as expense. When there is a change in the classification of a foreign operation, the translation procedures applicable to the revised classifications are applied from the date of the change in the classification.

(ix) Taxation Tax expense for the year comprising current tax, deferred tax charge or benefit and MAT credit entitlement is included in determining the net profit for the year. Current tax Current income tax is measured at the amount expected to be paid to the tax authorities in accordance with the Indian Income Tax Act, 1961. Deferred tax Deferred tax charge or credit reflects the tax effects of timing differences between accounting income and taxable income for the year. The deferred tax charge or credit and the corresponding deferred tax liabilities or assets are recognised using the tax rates that have been enacted or substantively enacted by the balance sheet date. Deferred tax assets are recognised only to the extent there is reasonable certainty that the assets can be realized in future; however, where there is unabsorbed depreciation or carry forward of losses, deferred tax assets are recognised only if there is a virtual certainty backed by convincing evidence of realisation of such assets. Deferred tax assets are reviewed at each Balance Sheet date and are

written-down or written-up to reflect the amount that is reasonably / virtually certain (as the case may be) to be realised. The break-up of the major components of the deferred tax assets and liabilities as at Balance Sheet date has been arrived at after setting off deferred tax assets and liabilities where the entity has a legally enforceable right to set-off assets against liabilities and where such assets and liabilities relate to taxes on income levied by the same governing taxation laws. Minimum alternate tax Minimum alternate tax (MAT) under the Income Tax Act, 1961, payable for the year is charged to the Statement of Profit and Loss as current tax. The company recognizes MAT credit available as an asset only to the extent that there is convincing evidence that the Company will pay normal income tax during the specified period, i.e., the period for which MAT credit is allowed to be carried forward. In the period in which the Company recognizes MAT credit as an asset in accordance with the Guidance Note on Accounting for Credit Available in respect of Minimum Alternative Tax under the “Income-tax Act, 1961”, the said asset is created by way of credit to the Statement of Profit and Loss and shown as “MAT Credit Entitlement.” The Company reviews the “MAT credit entitlement” asset at each reporting date and writes down the asset to the extent the Company does not have convincing evidence that it will pay normal tax during the specified period.

(x) Provisions, contingent liabilities and contingent assets Provision The Company creates a provision when there is present obligation as a result of a past event that probably requires an outflow of resources and a reliable estimate can be made of the amount of obligation. Contingent liabilities A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that probably will not require an outflow of resources or where a reliable estimate of the obligation cannot be made.

(xi) Cash and cash equivalents Cash and cash equivalents include cash in hand, demand deposits with banks, other short term highly liquid investments with original maturities of three months or less.

(xii) Earnings per share Basic earnings per share are calculated by dividing the net profit or loss for the year attributable to equity shareholders by the weighted average number of equity shares outstanding during the period. The weighted average numbers of equity shares outstanding during the period are adjusted for events such as bonus issue, share split or consolidation of shares. For calculating diluted earnings per share, the net profit or loss for the year attributable to equity shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares. The dilutive potential equity shares are deemed converted into equity shares as at the beginning of the period, unless they have been issued at a later date.

(xiii) Segment Reporting The Company identifies primary segments based on the dominant source, nature of risks and returns and the internal organisation and management structure. The operating segments are the segments for which separate financial information is available and for which operating profit/loss amounts are evaluated regularly by the executive Management in deciding how to allocate resources and in assessing performance.

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The accounting policies adopted for segment reporting are in line with the accounting policies of the Company. Segment revenue, segment expenses, segment assets and segment liabilities have been identified to segments on the basis of their relationship to the operating activities of the segment. Inter-segment revenue is accounted on the basis of transactions which are primarily determined based on market / fair value factors. Revenue, expenses, assets and liabilities which relate to the Company as a whole and are not allocable to segments on reasonable basis have been included under “unallocated revenue / expenses / assets / liabilities”.

(xiv) Share issue expenses

Share issue expenses are adjusted against the securities premium account as permissible under Section 52 of the Act, to the extent balance is available for utilization in the securities premium account. The balance of share issue expenses in excess of securities premium account, if any, are charged to Statement of Profit and Loss.

(xv) Material Events Material events occurring after the balance sheet date are taken into cognizance. ...Space intentionally left blank...

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