Rites Ltd Directors Report.

To,

The Members,

The Directors present 46thAnnual Report of the Company together with the audited Financial Statements and Auditors Report for the year ended 31st March, 2020.

FINANCIAL HIGHLIGHTS

The financial performance of the Company for the year 2019-20 is given below: (Rs. in Crore)

Particulars:

Standalone

Consolidated

2019- 20

2018- 19

2019- 20

2018- 19

Financial Results:
Total Income 2665 2164 2734 2240
Operating Turnover 2401 1969 2474 2048
Other Income 264 195 260 192
Operating Expenditure 1842 1487 1868 1518
Profit Before Tax (PBT): 823 677 874* 730*
Income Tax including 227 232 241 240
Deferred Tax
Profit After Tax (PAT) 596 445 633 490
Appropriations:
Dividend including Dividend Distribution Tax 397 258 405 265
Transfer to General Reserve - - - -

BUSINESS PERFORMANCE

During the financial year 2019-20, Company was engaged in a number of prestigious projects in India and abroad, which included: Project Management Consultancy services for

(i) Rail Infrastructure for DVC, NTPC, CIL and others at multiple locations

(ii) Construction of double line electrified track with Signalling and Telecommunication system and related infrastructure for Western Dedicated Freight Corridor (1477 km) from Dadri to JNPT Mumbai.

(iii) Railway Station Development projects at Ayodhya and Varanasi

(iv) Construction of Balance works in High Speed Track (HST) at NATRAX - Ministry of Heavy Industries

(v) Construction supervision of Srinagar (J&K) airport

(vi) Independent Engineer Services for Paradip Port Trust,

(vii) General Consultancy for Metro Rail System of Ahmedabad, Nagpur, Pune and Delhi,

(viii) 373 RCC bridge construction in West Bengal. Detailed Project Reports (DPR) for

(i) 9 Railway Tunnels between Manabar – Chatariput and Koraput- Singapur Road (Telangana) section for East Coast Railway

(ii) Detailed design of alignment for Delhi – Ghaziabad – Meerut Line for RRTS Corridor for NCRTC,

(iii) Consultancy for capacity enhancement through Semi – High speed and High Speed Railway Line for Railway Board

(iv) Rail Based Mass Transit Systems for Gorakhpur, Allahabad, Chennai, Vijayawada, Jammu, Srinagar, Thane, Nagpur, Mumbai, Kanpur and Agra,

(v) Roads under Bharatmala scheme in West Bengal, Punjab & Haryana,

(vi) Authority Engineer for construction of Vijayawada – Machilipatnam section of NH-9 in AP & Baharagora - Singhara section of NH-6 in Odisha,

(vii) Greenfield International Airport at Bhiwadi, Rajasthan and

(viii) Airports at Chitrakoot & Kushinagar, Uttar Pradesh.

Detailed design consultancy and construction supervision of Railway Tunnels on

(i) Jiribam – Tupal section of New Railway line project in Manipur, N.F. Railway,

(ii) Feasibility Study of Mumbai - Chennai High Speed Railway line (1300 km) and

(iii) Final Location Survey and GT Investigations for Mumbai - Ahmedabad High Speed Railway line (508 km) for National High Speed Railway Corporation (NHRCL), using Aerial LiDAR survey.

Construction of Integrated Check Posts at Biratnagar along Indo-Nepal border and Moreh along Indo - Myanmar border.

Project monitoring work of Passenger Ropeway Projects at Jammu (J&K), Guwahati, Rajgir & Banka (Bihar) and Sholingur & Ayyarmalai (Tamil CMD RITES Shri Rajeev Mehrotra signs an MoU with Honble Minister of Railway Development, Republic of Ghana, Mr. Joe Ghartey, at International Rail Conference 2019 in New Delhi Nadu). PMC for Central University at Pondicherry, Gulbarga, Kasargod, Gaya, Allahabad, NIT/ Meghalaya, Business Park of NSIC, Heritage Building of Allahabad University, Quality Assurance of new AIIMS at Manglagiri, Madurai, Bibinagar, Deoghar, Gorakhpur, Raebareli, Bhatinda, Bilaspur, Nagpur, Kalyani and Guwahati, maintenance of Rolling Stock & Workshop Equipment at various locations of NTPC like Rihand, Singrauli, Sipat, Talcher, Kahalgaon & Farakka. RITES continues to provide its consultancy services for various projects on turnkey construction basis for Indian Railways:

• Construction of doubling of track between Gooty and Dharmavaram section, South Central Railway, route length (90.20 kms) and Anuppur to Pendra Road, third line in South East Central Railway, Route length (50.10 Kms)

• Railway electrification work of Sawai Madhopur

– Jaipur – Ringas Section of North Western Railway, Route length (188 kms) and Vijaypur - Maksi section of West Central Railway, Route length (188 kms) including S&T and civil works.

• Redevelopment of Ayodhya and Varanasi Railway Stations in UP

• Setting up of Wagon POH workshops at Bikaner, Dalmianagar and Kurduwadi

• Provision of facilities for LHB coaches at New Bongaigaon & Jodhpur

• Setting up of DEMU car shed at Lumding and ROH Depot at Sarla.

During the year, Company was also engaged in a number of prestigious international assignments covering export and consultancy services, which included supply of 6 sets of DEMUs (78 coaches) and 10 Broad Gauge AC-AC Diesel Electric Locomotives to Sri Lanka Railways. Supply of 160 Broad Gauge passenger coaches to Sri Lanka is under execution. Detailed Design Consultancy Services for a standard Gauge Railway line between Tema and Akosombo and study for diversion on proposed Tema-Akosombo Standard Gauge Railway line in Ghana; DPR of East Bank – East Coast road linkage project, Georgetown in Guyana (South America), Construction Supervision of Tshesebe to Masunqa Road in Botswana, PMC for 4-Lane National Highway project in Bangladesh, Construction Supervision Services for Metro Express project and tender for Trident Port for Govt. of Mauritius. During the year, Company has secured new business for supply of two sets of fully air conditioned DEMUs comprising 26 Coaches to Sri Lanka Railways. Further, in a significant development, our efforts to enter different gauge markets for exports succeeded and we emerged as a successful bidder in February 2020 for an export order of around

Rs. 700 crore and the agreement has subsequently been signed.

OUTLOOK

Over the years, RITES as one of the leading transport infrastructure consulting companies had significant impact in development of various infrastructure and mobility projects in transport and infrastructure sectors viz, Railways, Highways, Ports, Airports, Waterways, Ropeways, Urban Transport, Urban Engineering, Container Depots, Institutional Buildings and Railway Electrification etc. RITES is providing diversified and comprehensive array of services from concept to commissioning in all facets of transport infrastructure and related technologies. The Company continues to provide specialized, integrated transport infrastructure services and export packages for supply of locomotives, coaches, wagons, spare parts, modernization of workshops and leasing of Locomotives. The Company has expanded its reach through its subsidiaries and JV Companies by venturing into the business of wagon manufacturing and power management and renewable power generation.

During the year, the business of offering shunting locomotives on wet lease including operation & maintenance continued to be well received by domestic non-railway clients and the Company has a fleet of 62 locomotives for leasing. Apart from wet leasing, Company was engaged in maintenance of over 130 diesel locomotives & 1500 wagons owned by customers like NTPC, NSPCL, WBPDCL, SAIL & APCPL.

As a matter of diversification, RITES has expanded its operations in emerging sectors and currently undertaking projects in renewable energy, power procurement through its subsidiary Railway Energy Management Company Limited (REMCL) - a Joint Venture Company of RITES and Indian Railways. REMCL has successfully implemented power procurement of over 1457 MW power through open access for Railways in 13 entities across the country, covering 73% of their traction energy requirement resulting in saving of about Rs. 3761 crore during the year and cumulative saving of Rs. 14332 croreto Indian Railways in their electricity bills till March 2020. REMCL is working out energy saving potential in 5 production units of Indian Railways.

Also, REMCL has awarded 248 MW of solar rooftop projects so far, 52 MW solar rooftop projects have been commissioned and 135 MW is under implementation stage. 52 MW of solar ground-mounted projects have been awarded successfully and bids have recently been invited for about 2400 MW of solar ground-mounted projects on vacant railway lands.

SAIL RITES Bengal Wagon Industry Pvt. Ltd. - joint venture on 50:50 basis (SRBWIPL) has achieved highest ever output of new 743 BOXNHL wagons & rehabilitated 323 BOXNR wagons during the 2019-20 inspite of constraints faced due to pandemic. Also, the Company was granted the prestigious G-105 certification by RDSO during the year. RITES subsidiary, RITES (Afrika) (Proprietory) Limited had revenue of Rs. 7.94 crore during the FY 2019-20 as against Rs. 7.11 crore during FY 2018-19 with Profit after Tax of Rs. 0.41 crore in FY 2019-20 as against Rs. 0.25 crore in FY 2018-19. The Company is exploring opportunities for further business in Africa.

IMPACT OF CORONAVIRUS (COVID-19)

Coronavirus (Covid – 19) outbreak is an unprecedented global situation that the world is dealing with in terms of its human and economic consequences. In the last month of FY 2020, it forced governments in several countries to enforce lockdowns of all economic activities. For the Company, the focus shifted to ensuring the health and well-being of all employees and minimizing disruption to services for our customers globally. To the extent possible, Company has tried to negate the impact through remote working. Company took all the recommended precautions and preventive measures to ensure safety and well-being of its employees.

The Company resumed its operations only after completion of safety checks and has put in place the mandatory protocols and SOPs for all the employees as per the guidelines stipulated by the Ministry of Home Affairs.

The impact was felt on the new orders and collection performance, as last month of the financial year plays an important role towards improving collections. A significant outstanding of USD 29 million from a foreign client, which was to be received in FY19-20, is now being realised during FY20-21, citing reasons of delays due to Covid-19. It also impacted some of the domestic and international projects of PMC, quality assurance and turnkey construction where work was stalled due restrictions on movement of goods & people and constructions activities. These projects also include few major projects like rail line doubling project between Gooty - Dharamavarm, third line project between Pendra Road – Anuppur and railways electrification work between Vijayapur- Makshi section.

Further, Company has contributed Rs.16 crore to PM-CARES Fund. Also, its employees have voluntarily contributed one days pay each for the months of April and May, 2020 during the pandemic crisis.

BONUS ISSUE

In the financial year 2019-20, your Company has issued bonus shares in the ratio of one equity share for every four equity shares held (i.e. 1:4) in the month of August, 2019. As a result of bonus issue, paid-up share capital of the Company has increased to Rs. 250 crore from Rs. 200 crore.

OFFER FOR SALE

In the said financial year, The Promoter of the Company i.e. "The President of India represented by Ministry of Railways" through Offer for Sale (OFS) mechanism disinvested 3,84,52,826 equity shares. As a result of the offer for sale, holding of the President of India reduced to 72.02% as against 87.40% of the paid up equity share capital of the Company, thereby making the Company compliant on minimum public shareholding requirement.

COST RECORDS AND COST AUDIT

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business carried out by the Company.

CAPITAL STRUCTURE

During the FY 2019-20, on account of issuance of bonus shares, the paid–up share capital of the Company was increased from Rs. 200 crore to Rs. 250 crore as against the Authorized Share Capital of Rs.300 crore.

DIVIDEND

Your Company has a consistent track record of dividend payment. For FY 2019-20 also, based on Companys performance, the Directors have declared two interim dividends aggregating to Rs.10 per equity share. The Directors have also recommended a final dividend of Rs. 6 per equity share. The total dividend for financial year 2019-20 is Rs. 400 crore (i.e. Rs. 16 per share) which is 160% of paid up share capital of the Company.

The total dividend payout for the year works out to be Rs. 330 crore which includes Rs. 80 crore final dividend for financial year 2018-19 and Rs. 250 crore interim dividend for the financial year 2019-20.

DIVIDEND DISTRIBUTION POLICY

The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to this report as Annexure –D and is also available on the Companys website i.e. www.rites.com.

DEPOSITS

The Company has not accepted any deposits from public during the year under review.

RESERVES

The company has not transferred any amount to the reserve during the financial year 2019-20.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

CONSERVATION OF ENERGY

As a consultancy organization, RITES is not a major energy consumer and hence our carbon emission is minimum. Yet for the consultancy studies undertaken by RITES, it has been practicing to pursue the national goal of energy conservation and accordingly, suggestions are given to our clients for measures and methods to conserve energy.

I. Steps taken or impact on conservation of energy:

RITES and its subsidiary (REMCL) have planned various initiatives towards decarbonization of energy envelop. REMCL is in process of establishing about 3000 MW solar power projects for Railways on vacant railway land in the country. Successful implementation of these solar energy projects will reduce the Co2 emissions by about 40 lakh tons per year. Solar power plants have been installed on rooftops to generate green energy. Also, automation of chillers has been planned with VFD controlled pumps, which will lead to substantial conservation of energy.

II. Steps taken by Company for utilizing alternate source of energy:

Railway Energy Management Company limited (REMCL), the subsidiary Company of RITES Limited, has paved the way of successfully implementing 26 MW windmill plant in Rajasthan, 10.5 MW in Tamil Nadu for Southern Railway & 56.4 MW in Maharashtra for Central Railway. 300MW solar projects of Railways are under pipeline.

TECHNOLOGY ABSORPTION

I. The efforts made towards technology absorption:

RITES strives to procure and absorb the best and latest technological innovations in areas of its business by continuously updating its software and knowledge base by sponsoring and encouraging its employees to become members of National/International Institutions for improving their professional standing and commitments, actively participate in national and international seminars and conferences, peruse information and technological updates available on internet, study of periodicals, etc. Also, the Company is supporting IR PUs for developing Cape/Meter gauge locomotives and Cape Gauge stainless steel body coaches with Y-frame stainless steel bogie. RITES is also supporting one Start Up Company developing hydrogen fuel cell technology at a competitive cost for use in energy storage cells of drones, e-bikes, forklifts, factory equipment.

II. The benefits derived like product improvement, cost reduction, product development or import substitution:

RITES has received a Consultancy Contract for study on emission from diesel locomotives and setting up of Emission Standards. This study has paved the way for setting up of locomotive emission standards for India and preparing a roadmap for Indian Railways with identification of emission reduction technologies to reduce environmental pollution. RITES has received consultancy work for conversion of railway freight yard into Smart Yards of Indian Railways. With infusion of state-of-the-art technology for defect detection like ABD, WILD and Vision equipment leading to predictive maintenance, instead of the present corrective maintenance. This would allow all day/night, all-weather maintenance with reduced wagon detachment at freight yards while increasing the availability of wagons to Indian Railways.

The Company is also using state-of-the-art design techniques to develop a lighter welded underframe for narrow gauge coaches for Indian Railways with improved life cycle and reduced maintenance. RITES, together with Indian Railways, has developed and supplied 3000 HP BG locomotives with AC-AC traction to Sri Lanka Railways. RITES has secured a contract from Northeast Frontier Railway for providing "Structural Health Monitoring System" for the Bogibeel Bridge project in Assam. The state-of-the-art instrumentation and sophisticated computerized Structural Health Monitoring System shall be installed and maintained for the bridge to enable the Railways to monitor and assess the performance of the bridge on real-time basis. The Company is also using better techniques to set solar power plants along the railway tracks for efficiency improvement, energy saving and cost reduction.

FOREIGN EXCHANGE EARNING AND OUTGO

The foreign exchange earned and the foreign exchange outgo in terms of actual inflows/ outflows during the year are as under: Total foreign exchange earning during the year under review was Rs. 633.54 crore (previous year Rs.3 278.173 crore) and foreign exchange outgo was Rs. 53.17 crore (previous year Rs.3 34.023 crore). This resulted in net foreign exchange earnings of Rs. 580.37 crore (previous year Rs.3244.153crore).

PRESIDENTIAL DIRECTIVE

No Presidential Directive was received during the year.

VIGILANCE

The objective of RITES Vigilance Cell is to facilitate an environment for employees to work with integrity and efficiency in a transparent manner, upholding highest ethical standards for the organization. To achieve the objective, the Vigilance Cell carries out preventive and punitive checks at regular intervals. Following activities were undertaken during the Financial Year 2019-20:

• Preventive checks were conducted regularly. Total 13 surprise checks in the field of material inspectionand2preventivechecksatprojectsites including documents scrutiny were conducted at Mohali, Faridabad, Kapurthala, Howrah, Raipur, Mumbai, Hyderabad, Panipat, Bokaro and Raigarh etc. Vigilance provides vital inputs to the authorities for improving the prevailing systems for bringing about more transparency and plugging out loopholes. Accordingly, 12 System Improvements were recommended by Vigilance and implemented by Authorities.

• 6 CTE type examinations were taken up in the calendar year 2019 at Anantapur (Andhra Pradesh), Sonipat, Jammu, Gurugram, Raigarh and Raghunathpur (West Bengal). During these intensive examinations, high value procurement/contracts were scrutinized and checked comprehensively and necessary recommendations were forwarded to concerned authorities for implementing suggestions for improvement.

• In order to share the experience gained during the various checks by vigilance, interactive sessions on common irregularities during project implementation and material inspection were held by CVO with officials of Regional Project Offices in Ranchi & Raigarh and Inspection Offices in Mumbai, Delhi, Chennai, Kolkata and Bhilai.

• As per the Guidelines of Central Vigilance Commission, RITES observed Vigilance Awareness Week with a theme "Integrity – A Way of Life" from 28th October, 2019 to 2nd November, 2019. On the opening day i.e. 28th October, 2019, an oath was administered to the employees at Corporate Office. During the week, a Vigilance Bulletin on common irregularities in Project Execution, Inspection of Materials, Systemic Improvements and various articles related to "Integrity – A Way of Life" were published for creating awareness amongst employees. A poster competition on the theme "My Vision Corruption Free India" was also organized. A nukkad natak was organized to create awareness amongst employees. An elocution and essay writing competition on the topic "Integrity – A Way of Life" was organized for students of various Government / Private schools located in Gurugram. Detailed report on the observance of Vigilance Awareness Week – 2019 has been sent to Railway Board & CVC.

• Vendors Meets chaired by Chief Vigilance Officer were organized at Mumbai, Delhi, Chennai and Kolkata to develop awareness for "Integrity – A Way of Life".

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 (1) OF THE COMPANIES ACT, 2013

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis.

Your Directors draw attention of the members to Note No. 2.41 to the standalone financial statement which sets our related party disclosures. The details of contracts entered into with related parties in prescribed format AOC-2 is placed at Annexure –I.

SUBSIDIARIES AND JVs

The Company has two Indian Subsidiaries i.e.

(i) Railway Energy Management Company Limited incorporated on 16th August, 2013 in Joint Venture with Ministry of Railways for taking up various assignments/tasks to develop potential business avenues in the field of power sector including Green Energy, power trading etc.;

(ii) RITES Infrastructure Services Limited incorporated on April 27, 2010 with the main object of construction, operation and maintenance of Multi-functional Complexes in the vicinity of Railway land. The Board of Directors of RISL decided to initiate the process of winding up during the year 2016-17 and the Company is currently under liquidation. Further, the Company has two overseas subsidiaries namely

(i) RITES (Afrika) (Pty) Limited, Botswana; and

(ii) RITES Mohwarean Arabia Company Limited (RMAC), Saudi Arabia. RMAC is under liquidation and investment made by the Company has already been recovered. The Company also has two joint ventures namely SAIL RITES Bengal Wagon Industry Private Limited (a 50:50 JV Company) and BNV Rail Gujarat Private Limited (26% stake in JV).

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Particulars of loans, guarantees given or investments made along with the purpose for which the loan is proposed to be utilized by the recipients are provided in the standalone financial statement (Please refer to Note 2.7.1, 2.8, 2.9, 2.16, 2.17 & 2.41.2.2 of the standalone financial statement).

PARTICULARS OF EMPLOYEES

As per the provisions of section 197(12) of the Companies Act, 2013 read with rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every listed Company is required to disclose the ratio of the remuneration of each Director to the median employees remuneration and details of employees receiving remuneration exceeding limit as prescribed from time to time in the Directors Report. However, as per notification dated June 5th, 2015 issued by MCA, Government Companies are exempted from complying with the provisions of Sec 197 of Companies Act, 2013. Therefore, such particulars have not been included as a part of Directors Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND

COMPANYS OPERATIONS IN FUTURE

No significant or material order has been passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in future.

RISK MANAGEMENT

The Companys Risk Management Committee as on 31st March 2020 comprised of Dr. Rajendra Nath Goyal (Chairman), Mr. Anil Kumar Goel (Member), Mr. Gopi Sureshkumar Varadarajan (Member), Mr. B.P.Nayak (Member), and Mr. A.K. Tewari (Member). The Company follows a consistent and comprehensive risk management strategy at all levels. Each SBU has a risk working committee to assess and mitigate risks at operational level. The risk reported and mitigation plans across whole organization are reviewed by Enterprise Risk Management Committee consisting of senior executives of Company, which in turn presents consolidated report of Companywide risks assessed and suggestions for risk mitigation to Risk Management Committee of board for review and approval. During the year two meetings of Risk Management Committee were held.

Decisions taken on risk mitigation are implemented and reviewed regularly for effectiveness, for which a rigorous system of audits by internal as well as external auditors exists. Companys Risk Management procedure covers all aspects which may affect its working like, changes in business environment, Government policies, competency requirements, manpower planning, safety of manpower, buildings and other assets, currency risk management, data security, cyber security etc.

PROPAGATION OF HINDI (RAJBHASHA)

In pursuance of Official Language policy of the Govt. of India (Ministry of Home Affairs, Deptt. of Official Language) and the directions received from Railway Board from time to time, efforts were made to accelerate the progressive use of Hindi in official work of the Company. Important documents, such as Annual Report, MOU, Circulars, Office Orders, Minutes of various meetings and Questionnaire of Parliament Committees were prepared in bilingual form.

Rajbhasha Pakhwada was organized successfully in RITES corporate office from 14th September, 2019 to 27th September, 2019. ‘HINDI DIWAS message by CMD was issued timely to all RITES officials. Competitions such as essay, noting and drafting, poetry recital, Hindi typing and elocution were organized during this period and Hindi workshop, table training and inspections of various departments were also conducted. Winners of various competitions were awarded cash prizes and certificates by Director. Various project and inspection offices also organized Rajbhasha Pakhwada at their respective offices. CMD RITES delivered his speeches on various occasions in Hindi.

Assurances given to the second sub-committee of Committee of Parliament on Official Language during the inspection of inspection office/Northern region/New Delhi were fulfilled and a report was submitted to Railway Board.

During the year, workshops/table trainings were conducted for officers and staff. Various incentive schemes regarding the use of Hindi were implemented. The quarterly meetings of Official Language Implementation Committee were held regularly wherein progress of various items of Annual Programme of the Deptt. of Official Language, Ministry of Home Affairs were discussed and reviewed. CMD and representative of RITES also participated in meetings of OLIC, Railway Board and Town Official Language Implementation Committee, Gurugram. Sh. Piyush Kansal, ED(UI), RITES Ltd, was awarded with Rail Mantri Rajbhasha Rajat Padak for commendable contribution in the progressive use of Official Language Hindi. RITES received ‘Rajbhasha Gaurav First Prize for the year 2019 for excellence in implementation of Rajbhasha policy from the Town Official Language Committee Gurugram.

MEMORANDUM OF UNDERSTANDING

As per the DPE parameters, the Company is likely to receive ‘Excellent rating for the year 2019-20 and the evaluation for the same is expected to be completed in due course. Negotiation of Memorandum of Understanding with Ministry of Railways for the year 2020-21 is under process.

SCHEDULED CASTE, SCHEDULED TRIBES AND OTHER BACKWARD CLASSES

Company has adopted the best practices for providing equal opportunities and harmonious environment for advancement of SC, ST, OBC, Minoritiesandwomenemployees.TheCompanyhas providedreservationinrecruitmentsandpromotions to SC/ST communities and in recruitments to OBC/ EWS/Divyang candidates. They are provided due relaxation in eligibility conditions, application fee while applying for recruitment and qualifying standards in recruitment and promotion as per the Govt of India guidelines. In selection committees for recruitment, due representation is given to SC, ST, OBC, minorities and women members. During the year, 84 employees belonging to SC/ST/OBC/ EWS categories were inducted. The employees belonging to these communities are given due representation in the elected body of employees (CONCERT) for providing suggestions on HR policies.

SYSTEM ISO 9001-2015 CERTIFICATION

To ensure compatibility of its operations and services to international norms RITES is accredited by NABCB, a body under Quality Council of India, with ISO: 17020 specifications for its inspection services. NABCB has also accredited RITES testing labs at Kolkata and Mumbai with ISO: 17025 specifications. Also, RITES is3accredited with latest version of Quality Management System specification ISO: 9001:2015 to ensure quality output,3 quality in its operations, continual improvement, risk management practices in line and comparable to international norms.ISO:9001:2015 certificate has been awarded to RITES by NVT,QC under ANAB accreditation.

CORPORATE GOVERNANCE REPORT AND GREEN INITIATIVE

Your Company believes the principle that good Corporate Governance establishes a positive organizational culture and it is evident by responsibility, accountability, consistency, fairness and transparency towards its stakeholders. As required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and DPE guidelines on Corporate Governance, a separate report on Corporate Governance practices followed by the Company forms part of this Report placed at Annexure- A.

In support of the "Green Initiative" measure taken by Ministry of Corporate Affairs, Government of India, New Delhi, enabling electronic delivery of documents and also in line with circular issued by Securities and Exchange Board of India (SEBI) dated November 05, 2011 and as prescribed under the relevant provisions of the Companies Act, 2013 and the Rules made thereunder, the Company has sent Annual Reports in electronic mode to the shareholders who have registered their E-mail IDs either with the Registrar and Transfer Agents or with the Depositories.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis covering division-wise performance, which forms part of the Directors Report, has been placed at Annexure –B. BUSINESS RESPONSIBILITY REPORT (BRR)

Fulfilment of environmental, social and governance responsibilities is part of RITES business culture. RITES is privileged to be amongst select top 1000 listed entities which are mandated to include the Business Responsibility Report (BRR) as part of the Annual Report. In compliance, the BRR disclosures are integrated into the Annual report and aimed at describing RITES initiatives in discharging responsibilities from an environmental, social and governance perspective. The BRR is attached as Annexure - C which forms part of this report.

ANNUAL RETURN

Annual Return as per Section 92 (3) of the Companies Act, 2013 will be available on the website of the Company i.e. www.rites.com. Annual Return is also placed as Annexure II of this report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

RITES has adequate internal control and audit systems for enhancement of efficiency in operations and to ensure compliance with applicable laws, rules and regulations. The Company has structured policies and guidelines for optimal delegation of authority for facilitating business. RITES internal audit is conducted by experienced professionals and external audit firms. The internal control and audit systems are also reviewed periodically. Corrective and preventive measures, whenever necessary, are taken for continuous improvement. The internal control system has been further strengthened through the following:-

Internal Financial Controls: The Internal Financial Control of the Company is analyzed and audited for the compliance of the internal financial control and accordingly the report on the Internal Financial controls under clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 is prepared and annexed to the Independent Auditors Report. As per the report, the Company has, in all material respects, adequate internal financial controls with reference to the Financial Statements and such internal financial control were operating effectively as on March 31, 2020, based on the internal control with reference to the Financial Statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India.

FORMAL ANNUAL EVALUATION OF DIRECTORS UNDER SECTION 134 (3) (P) OF THE COMPANIES ACT, 2013

Formal Annual evaluation of Chairman & Managing Director and Directors, being a Govt. Company, is done by the Administrative Ministry. Further, as per Notification issued by Ministry of Corporate Affairs dated 5th June, 2015, the provisions of the said section shall not apply to Govt. Company, in case the Directors are evaluated by the Ministry or Department of the Central Govt. etc.

BOARD OF DIRECTORS AND NUMBER OF MEETINGS OF THE BOARD

As on 31st March, 2020, the Company had 11 Directors comprising of four Functional Directors, two Government Nominees Directors and five Independent Directors. The Board met 10 times during the year 2019-20.

The following Directors held office during the year:

Whole-time Directors:

Shri Rajeev Mehrotra Chairman and
(DIN: 01583143) Managing Director
Shri Gopi Sureshkumar Varadarajan Director Projects
(DIN: 08241385)
Shri Anil Vij Director Technical
(DIN: 07145875) (w.e.f. 04.11.2019)
Shri Bibhu Prasad Director Finance
Nayak (w.e.f. 07.11.2019)
(DIN: 08197975)
Shri Mukesh Rathore

Director Technical

(DIN: 07669150)

(up to 31.10.2019)

Shri Ajay Kumar Gaur

Director Finance

(DIN: 05333257)

(up to 31.07.2019)

Government Nominee Directors:

Shri Alok KumarTewari Director (w.e.f.
(DIN: 06694407) 30.05.2019)
Shri Vinay Srivastava Director (w.e.f.
(DIN: 08638850) 13.12.2019)
Shri B.K. Agarwal

Director (up to

(DIN: 07956187)

30.04.2019)

Shri A.P. Dwivedi

Director (up to

(DIN: 07122333)

13.11.2019)

Independent Directors:

Dr. P.K. Anand Director
(DIN: 00298962)
Ms. Geethakumary Director
(DIN: 08087165)
Dr. R.N. Goyal Director
(DIN: 08087148)

 

Shri Anil Kumar Goel

Director (up to 31st

(DIN: 00672755)

March 2020)

Shri Satish Sareen

Director (up to 31st

(DIN: 01874068)

March 2020)

KEY MANAGERIAL PERSONNEL (KMP) (SECTION 203 OF THE COMPANIES ACT, 2013)

Shri Rajeev Mehrotra Chairman & Managing
(DIN: 01583143) Director and Chief
Executive Officer
Shri Gopi Sureshkumar Director Projects
Varadarajan
(DIN: 08241385)
Shri Anil Vij Director Technical
(DIN: 07145875) (w.e.f. 04.11.2019)
Shri Bibhu Prasad Nayak Director Finance
(DIN: 08197975) (w.e.f. 07.11.2019)
Shri Parmod Kumar Chief Finance Officer
Narang (w.e.f. 01.08.2019)
Shri Ashish Srivastava Company Secretary
Shri Mukesh Rathore Director Technical
(DIN: 07669150) (up to 31.10.2019)
Shri Ajay Kumar Gaur Director Finance
(DIN: 05333257) (up to 31.07.2019)

DIRECTORS AND KEY MANAGERIAL PERSONNEL Inductions, Retirements and Resignations

Shri Anil Vij (DIN: 07145875) was appointed as Director Technical of the Company w.e.f. 04.11.2019.3 He possesses graduate qualification in three disciplines of engineering – Mechanical, Electrical and Electronics & Communications (Gold Medalist). He has also done full time MBA at the Management Development Institute, Gurugram specialising in Operations & Finance.3The Disclosure in this regard is available at3https://www.rites.com/ upload/misc/Balancesheet/APPOINTMENT_OF_ DIRECTOR_TECHNICAL.pdf.

Shri Bibhu Prasad Nayak (DIN: 08197975) was appointed as Director Finance of the Company w.e.f. 07.11.2019.3He is a qualified Cost Accountant (1988) and B.Tech. in Metallurgy(1985) from the Indian Institute of Technology, Kharagpur.3The Disclosure in this regard is available at3https://www.rites.com/ upload/misc/Balancesheet/APPOINTMENT-DF.pdf. Shri Parmod Kumar Narang was appointed as Chief

Finance Officer of the Company w.e.f. 01.08.2019). He is3Fellow Member of the Institute of Chartered Accounts of lndia having post qualifying experience of over 32 years in various fields including finance, tax, financial matters relating to projects, financial audit etc.3The Disclosure in this regard is available at3 https://www.rites.com/upload/misc/ Balancesheet/APPOINTMENT-PARMODNARANG-CFO.pdf.

Shri Vinay Srivastava (DIN: 08638850) was appointed as a Government Nominee Director of the Company w.e.f. 13.12.2019.3He is a Mechanical Engineer from Jamalpur with a Masters Degree in Public Administration from Syracuse University, he has experience of Rolling Stock Design, Manufacture, Testing and Operations etc.3 The Disclosure in this regard is available at3 https:// www.rites.com/upload/misc/Balancesheet/ AppointmentofDirectorsGovtNomineeVS.pdf. Shri Anil Goel and Shri Satish Sareen were appointed as Independent Directors on July 12, 2019 and ceased to be Additional Directors on 30th July, 2019 (date of AGM). They were again appointed as Additional Directors in the Board meeting held on 30th July, 2019. They are qualified Chartered Accountants with vast experience. The term of these Independent Directors has ended on 31.03.2020. Appointment of Directors is done by the Govt. of India from a pool of professionals in varied fields, with due verification of expertise, integrity and experience.

RETIREMENT OF DIRECTORS BY ROTATION

As per the Companies Act, 2013 the provisions in respect of retirement of Directors by rotation is applicable. In view of this, all the directors, except Independent Directors and Chairman & Managing Director {As per Article 56(h) of the Articles of Association, CMD is a non-retiring Director} will be liable to retire by rotation. Accordingly, one third among all other directors will retire by rotation. Accordingly, Shri Gopi Sureshkumar Varadarajan (DIN: 08241385) and Shri Alok Kumar Tewari (DIN:06694407) will retire by rotation and being eligible, offer themselves for reappointment.

DECLARATION BY INDEPENDENT DIRECTORS

During the year all Independent Directors have met the requirements specified u/s 149(6) of Companies

Act, 2013 for holding the position of "Independent Director" and necessary declaration from each Independent Director u/s 149(7) was received.

COMMITTEES OF THE BOARD

The Company has Audit Committee, CSR Committee and other Committees of the Board in place. The composition and scope of the committees are provided in the report of Corporate Governance. A report on Corporate Governance together with the certificate thereon, form the part of this report at Annexure- A.

DIRECTORS RESPONSIBILITY STATEMENT UNDER THE COMPANIES ACT, 2013

In pursuance of Section 134 (5) of the Companies Act, 2013, The Directors hereby confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) The Directors have 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 have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The Directors have prepared the annual accounts on a going concern basis;

(e) The directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

PERFORMANCE AND FINANCIAL POSITION OF EACH OF SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE COMPANIES

A report on the performance and financial position of each subsidiaries, associates and Joint Ventures companies as per the provisions of Section 129 (3) of the Companies Act, 2013 in prescribed format AOC-1 is provided as Annexure to the consolidated financial statements and hence not repeated here for the sake of brevity.

KNOWLEDGE MANAGEMENT SYSTEM

Knowledge management3is the concept of finding, gathering, assessing, organizing and sharing information and knowledge. The information and knowledge consist of documents, procedures, resources and employee skills. It is a tool to gather and organize essential information that can be utilised to find the suitable persons having desired skills and experience required to manage the projects efficiently. Knowledge Management has been implemented in RITES as a module of ERP SAP to identify, capture, evaluate, retrieve and share enterprise information. The system consolidates important information of its employees, their knowledge and sector-wise experience and makes it available to SBUs for business development.

To keep the system relevant and contemporary, updation of information on project secured and additional expertise gained by employees is carried out regularly. Periodic reviews and diagnostic processes of the knowledge base are conducted to ensure that a valuable and effective Knowledge Management System is in place.

ENVIRONMENTAL PROTECTION

Being a consultancy organization, RITES carries out feasibility studies, detailed project reports for projects of its clients. While carrying out these studies, the environmental risks impacts and concernofallthestakeholdersareinvariablyintegral part of the report. RITES reports provide various alternative analysis for minimizing the impacts. The implementation of the EMP (Environment Management Plan) & RAP (Resettlement Action Plan) is the responsibility of the client.

As regards International Projects, preparation of Feasibility/DPR includes EIA (Environmental Impact Assessment)/EMP (Environmental Management Plan) and SIA (Social Impact Assessment /RAP (Resettlement Action Plan) report are as per the requirement of ADB/World Bank and other International funding agencies conforming to prevailing international guidelines & standards. For RITES own office buildings, the Company has installed sewerage treatment plants and the recycled water is used for horticulture. Rain water harvesting system has been installed to recharge the ground water. Reducing carbon footprints is one of the main motives of the Company. REMCL, a subsidiary Company has been working continuously for generating solar energy for Railways. Apart from that the Company has installed roof top solar energy plant to supplement its energy requirements.

CORPORATE SOCIAL RESPONSIBILITY AND SUSTAINABILITY

Corporate Social Responsibility (CSR) has gained growing recognition as a new and emerging form of governance in business. RITES has an increased focus on inclusion of social and environmental considerations into Companys operations ensuring the success of business. At RITES, it is our commitment to operate in economically, socially and environmentally sustainable manner that is transparent and ethical. It applies to a wide variety of Companys activities, which operate in very different social and environmental settings. In line with these principles, a total of Rs.11.21 crore was spent during FY 2019-20 against the mandatory requirement of Rs.11.20 crore.

Further, the pandemic of COVID-19 has spread to the entire world and has posed serious health and economic challenges. Keeping in mind the need for dealing with this kind of emergency and to provide relief to the affected, the Company, as a part of its social responsibility, has contributed Rs. 1 crore out of the CSR Budget to the PM-CARES Fund set up by the Government of India.

In line with the Guidelines on CSR issued by DPE and provisions of Section 135 of the Companies Act, 2013, a Board-level committee headed by an Independent Director has been constituted to oversee the implementation of CSR & Sustainability policy and to assist the Board of Directors to formulate suitable policies & strategies in this regard. As on March 31, 2020, the CSR Committee comprises Shri Anil Kumar Goel, an Independent Director and Chairman; Shri Satish Sareen, Independent Director as Member; Shri Bibhu Prasad Nayak, Director Finance as Member; Shri R. N. Goyal, Independent Director as Member; and Shri A. K. Tewari, Govt. Nominee Director as Member. A report on CSR projects for the financial year 2019- 20 is attached as Annexure - III.

The CSR projects / activities taken up by RITES are in accordance with the sectors as defined in the Schedule VII of the Companies Act 2013. Key projects taken up during FY 2019-20 are as follows:

SECTOR : PROMOTING EDUCATION, INCLUDING SPECIAL EDUCATION AND EMPLOYMENT ENHANCING VOCATION SKILLS ESPECIALLY AMONG CHILDREN, WOMEN, ELDERLY, AND THE DIFFERENTLY ABLED AND LIVELIHOOD ENHANCEMENT PROJECTS.

Financial Support for Promoting School / College education to the underprivileged & disadvantaged economic backgrounds students.

RITES has financially supported Gunjan Foundation, an NGO, with the prime objective of pursuing educational and other welfare programs for the underprivileged. RITES believes that by spreading literacy amongst those who dont have the means to learn, we are not just educating them, but building the foundation for a stronger future.

Through this support education is provided to the marginalized children completely free of cost and includes notebooks, course books, stationery, uniform, mid-day meals etc.

Financial Support to Ekal Vidyalayas in Jaisalmer, Rajasthan and Nuh, Haryana.

RITES has contributed towards upliftment of the deprived sections of the society in rural areas of the aspirational districts through adoption of EKAL Vidyalayas.

The concept of "One Teacher School" (Ekal Vidyalayas) as established in rural areas in all states and that too in the remotest part of our country, has proved as an instrument to eradicate illiteracy and create awareness for education.

Multi-grade teaching system adopted in these Vidyalayas, includes non-formal methods of imparting education though physical training, storytelling, songs, local dance & music, yoga and games as the essential part of the curriculum. Basic education of reading, writing, arithmetic and awareness on hygiene, cleanliness, fundamental rights of an Indian citizen, local sports, facilities & subsidies available under government schemes, RTI, moral values etc equip the students to lead a better life in their villages rather than migrating to cities.

Financial Support for setting up infrastructure for Library in Government Schools, southern Rajasthan.

RITES has supported setting up of library in Government schools of southern Rajasthan by providing books, furniture and other associated equipment to Rotary Club of Jaipur. These Government schools are located in tribal areas where the concept of school library was not known.

The library in schools, besides providing information, will help to generate ideas and enhance knowledge. It shall also help in improving literacy, supporting formal education, providing current information, developing reading ability, thus leading to social & cultural development.

Installation, Operationalisation & Maintenance of 100 Smart Classrooms solution in Government Schools in various districts.

RITES through EdCIL India Limited operationalised a digital classroom initiative with integrated teaching devices for "transforming the teaching-learning processes and improved learning outcomes" in 100 classrooms of 58 Government schools in various districts of Haryana and Uttar Pradesh. The project aims at improving education outcome for students by providing a holistic solution which encourages interactive learning environment in the schools. The classrooms are designed in such a manner that enhances the interaction between teachers and students. It also allows teachers to explain and students to understand difficult or abstract topics/ concepts and chapters through visualisation, thereby leading to "Cognitive Learning Process" Besides, installing Ed-tech Devices at schools, Capacity Building of Teachers has been done. The project is closely monitored through project monitoring units. The functionality of equipment is ensured through preventive maintenance of all hardware.

Providing RITES vehicles to NGOs for promoting educational programmes and social welfare.

Concerns were expressed regarding poor attendance or enrolment of children in schools due to distance of travel and inability of the poor families to pay towards the transportation cost. RITES took up the initiative for facilitating commutation of such children to school so that their schooling is not hampered on account of transportation problem.

RITES supported Gunjan Foundation, a Delhi-based NGO, and The Earth Saviours Foundation, a Gurugram-based NGO, with a van each for transportation of children to school and social welfare respectively.

Financial support for setting up of computer laboratories for schools run by Bhartiya Shiksha Samiti in Jammu & Kashmir.

RITES has taken up the initiative of setting up computer labs for seven schools run by Bhartiya Shiksha Samiti in Jammu & Kashmir with the objective to:

• develop the basic infrastructure, especially computer lab.

• increase the enrolment in pre-primary classes particularly of girl students in the schools and also instill self-confidence, creativity amongst them.

Financial support to Satat Navotkarsh Foundation for providing quality education to Differently Abled Children in Delhi.

To meet the needs of differently abled children with the focus towards their inclusion in the mainstream and enhance their learning, financial support was provided to Satat Navotkarsh Foundation for sports training and thus helping in boosting their confidence and morale.

SOS childrens villages of India: Sponsorship of Family homes and supporting youth for employment linked education.

RITES has taken initiative for sponsoring 3 childrens homes in Faridabad & Bhubneswar and supporting 25 youth for employment linked higher education through SOS Childrens Villages of India at Faridabad, Delhi and Bhubneswar.

RITES had also financially supported the procurement of sweaters to habitants of SOS Childrens Village of India at Faridabad, Haryana.

The beneficiaries at SOS Childrens Village are parentless children, who will get all the logistic support to attend school, college education and vocational training.

Objective of the project is to encourage educational pursuits of students enrolled in school and improving their living conditions through education and social awareness. This initiative aims to enable the beneficiary students in achieving self-respect and self-reliance, which foster hope and confidence in pursuing their dreams.

Empowerment of women through Skill Development Training Programmes.

As a part of Skill India Mission and to promote employability among women, RITES provided the infrastructure facilities such as furniture & fixtures / tools and equipment etc. towards setting up of skill development training centre at Khora Colony Ghaziabad U.P. for developing skills in Cutting & Tailoring so that they can become employable and income generators, leading to a better life. The Skill Development Training Centre has generated unparalleled level of interest among the trainees, local residents and the district administration. On similar lines, a training centre for cutting and tailoring, including a computer centre was set up at Nuh in Haryana. The project has been able to instill impetus among trainees towards finding employment, entrepreneurial thinking and inclination towards setting up micro-enterprises.

RITES also contributed for setting up infrastructure facilities like, Furniture, Sewing Machines etc. for running the Skill development training Programmes at village Kucheel, tehsil-Kisharangarh, Ajmer, Rajasthan with the aim to provide comprehensive training to women in order to develop their skills so that they are not only able to sustain but also contribute towards improving the living standard of their families.

Skill development for Livelihood project of socio economically backward Hillpulaya tribal community inhabitants

RITES together with WIWA (Wide Inspiration, Wide Aspiration) a cultural development organization has taken up the project to propagate a holistic life style through eco-friendly living. The project at Pongampally, Marayoor, District Idukki, Kerala aims to uplift 70 families of the village to change their Socio - Economic, situations, strengthening their social life and to stablise their financial condition through agricultural activities in the 10 acres land, animal husbandry and setting up self-employment unit for the women in order to make them self-reliant.

SECTOR : ERADICATING HUNGER, POVERTY AND MALNUTRITION, PROMOTING HEALTH CARE INCLUDING PREVENTIVE HEALTH CARE AND SANITATION INCLUDING CONTRIBUTION TO THE SWACHH BHARAT KOSH SET-UP BY THE CENTRAL GOVERNMENT FOR THE PROMOTION OF SANITATION AND MAKING AVAILABLE SAFE DRINKING WATER.

Financial Support for Production of Sanitary Pads for distribution among needy women, and railway passengers healthcare for senior citizens

RITES has contributed for production of sanitary pads for distribution among needy women including railway passengers and urban slum-dwellers of Delhi.

The objective of the project is to spread awareness about the use of hygienic sanitary pads and also to make them available at low cost for the poor.

Steps were taken to promote healthcare, personal hygiene and sanitation among disadvantaged/marginalized girls/women. On similar lines, RITES extended its helping hand to senior citizens, inmates of the Anjaneya Old Age Home mostly septuagenarians and octogenarians with age- related diseases and physical disorders. Most of them suffer from arthritis, spondylitis, knee and joint-pains, muscular disorders etc. Physiotherapy & Fitness Centres have been set up to alleviate their pain to a large extent.

Financial support for resources for smooth running and maintenance of Old Age Home and a rescue center ‘Gurukul.

With an intrinsic desire to promote societal well-being, particularly for the elderly, RITES made generous financial contribution for provisioning of resources such as 100 medical beds, fans, refrigerators, groceries, sitting benches, Maruti van for transportation and expenditure towards medical support services etc to an old age home and a rescue center, being operated by an NGO "The Earth Saviours Foundation". Around 500 less privileged people are living full time in the NGOs Gurukul located at Bandhwari Village, Gurugram, Haryana. Most of these people are abandoned senior citizens, deprived, mentally challenged, bedridden, people dying with hunger on roads and patients suffering with incurable disease. All the facilities at Gurukul such as accommodation, food, medical are provided free of costs.

Saving precious life of Children suffering from Congenital Heart Disease for children.

In India, many children die of congenial heart diseases every year due to unaffordability and lack of specialised medical facilities. RITES joined hands with Balaji Heart Hospital & Diagnostic Centre, Mumbai, for financially supporting paediatric cardiac surgeries and this year four infants born with Congenital Heart Disease were treated.

Community Healthcare Programme "JAN AROGYAM" at Nuh (Aspirational District), Haryana.

RITES, through the NGO Bisnouli Sarvodaya Gramodyog Sewa Sansthan, has supported setting up community health clinic, Mobile Medical Van unit for periodical health check-up etc in Nuh (an aspirational District) in Haryana. The mobile medical unit is providing primary healthcare services to the needy and disadvantaged persons in nearby communities.

The services have been made in areas which have limited or no access to healthcare either due to poor healthcare facilities or because of lack of financial resources or other accessibility reasons.

The mobile medical service provides prompt transport of critical cases to District Hospitals from the areas it serves. The community health clinic provides free treatment and medicines as per examination and diagnosis. Stocks of medicines for all common ailments including hypertension, diabetes, arthritis, etc. are maintained.

Eye & Health Checkup Camps in Nuh, Haryana.

RITES has provided financial support for organising 30 Eye & Health Checkup Camps in Nuh, Haryana.

The target population was school children, women and the under privileged. Camps were organized at prominent institutions such as schools, religious places, choupals etc.

Cataract cases detected during examination at these camps were taken up for surgery, free of cost, through the connected hospitals.

Providing Advance Life Support Ambulances (ALS) to Government Hospital

Keeping in view the urgent need to enhance the medical facilities during the Covid-19 crisis and to make it available to those impacted by it, CMD/RITES Shri Rajeev Mehrotra handed over two ambulances equipped with Advanced Life Support system to the Regional Head & Additional CEO - PMU, Haryana CSR Advisory Board. The ambulances were pressed into service in Gurugram and Nuh districts to tackle Covid-19 challenge. These ALS, act as a secure transport system equipped with medical facility, will also be used to expedite shifting of accident victims from the accident spot to the District Hospital or other advanced medical centres for prompt transportation or for referral treatment of complicated maternity as well as trauma cases.

Provisioning of Mobile Medical Unit for running the programme "Mission TB- Free Haryana"

RITES provided funds for procurement of one air-conditioned mobile unit to be operated for the mission "TB Free Haryana" through Medanta, The Medicity. The medically equipped mobile unit shall be operated by the hospital across Haryana for examination of patients, particularly in the far-flung areas and provide them with required medical guidance and support for eradication of the disease.

Water conservation and womens Self Help Group (SHG)

RITES has financially supported the project aiming to build local water conservation infrastructure and impart technical knowledge amongst 25 women SHG members in five villages of Sanganer, Jaipur District. The goal of the project is to provide community access to improved water conservation structures and to build womens leadership to become active participants in designing and planning local water conservation initiatives and accessing resources to finance and execute the same.

Construction of toilet and setting up clean drinking water facility at municipal cremation ground in Jaipur, Rajasthan.

Sanitation is at the core of human dignity and positively impacts the health and well-being. With the vision of Swachh Bharat, need was felt to provide clean toilet facilities for use by those visiting the crematorium. Accordingly, RITES has set up toilet blocks at the municipal cremation ground at Lal Kothi in Jaipur, Rajasthan. In addition, a water cooler equipped with RO was installed to provide clean drinking water for those visiting the crematorium and nearby area.

SECTOR : ENSURING ENVIRONMENTAL SUSTAINABILITY, ECOLOGICAL BALANCE, PROTECTION OF FLORA AND FAUNA, ANIMAL WELFARE, AGRO-FORESTRY, CONSERVATION OF NATURAL RESOURCES AND MAINTAINING QUALITY OF SOIL, AIR AND WATER INCLUDING CONTRIBUTION TO THE CLEAN GANGA FUND SET-UP BY THE CENTRAL GOVERNMENT FOR REJUVENATION OF RIVER GANGA.

Financial support for manufacture of jute and muslin cotton bags to discourage use of plastic bags.

Plastic bags have been posing environmental challenge for all of us. With the vision to discourage single use plastic bags, RITES has taken initiative for supporting manufacturing of jute and cotton bags.

These environmentally sustainable bags will replace the plastic bags, thus helping in reducing plastic pollution.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

RITES being a premier consulting organisation in the country, has a pool of experienced and trained professionals in respective fields of operation. It is continuing to retain this pool of manpower, enrich, enhance and develop it to meet with the emerging challenges and ever changing needs. To maintain its competitive advantage it is striving to induct the best and talented manpower at the initial entry level, e.g. inducting Graduate Engineers through the GATE examination conducted by IITs every year, the Company is also inducting experienced and skilled manpower at middle and senior management positions from the open market. In view of the varying project specific needs the induction of manpower on tenure based appointment linked to a specific project is also being done. Campus recruitment from premier business and engineering schools such as XLRI, MDI, IIT/NITs in niche areas is done to a limited extent.

During the year 2019-20, the Company has inducted 161 personnel in its regular cadres and on project based tenure appointments. In addition keeping in view the project specific requirements; experienced and trained manpower is inducted from Indian Railways and other Government departments on deputation, during the year 45 personnel were inducted on deputation. With sustained HRD interventions, the Company has been able to reduce the employee turnover ratio to 2.17% of its regular cadre employees. The Succession Plan for middle and senior management positions was updated and approved by Board of Directors. Different HRD interventions are under way to implement the same. As a part of succession planning and career progression, as well to keep the employee motivated and oversee their career progression, periodic review of cadres is done benchmarking it with the business growth of the Company and practices in the industry. 257 employees were promoted / placed in higher grade during the year. The employee productivity has shown continuous and steady growth over the last 5 years. Based upon guidelines of Department of Public Enterprises, robust on-line Performance Management System has been put in place and it has been linked with the variable pay of the employees. As a part of Companys annual MOU with the Ministry as well as to strengthen its HR practices and processes in line with international practices, RITES Board had decided to work on achieving the People Capability Maturity Model (PCMM) Level-3. With the help of an external consultant, competency mapping exercise was initiated and other HRD interventions were implemented to this effect. The external consultant conducted the benchmark study and the Company was able to achieve PCMM Level-3 during the year. Existing Human Resource System (HRMS) has been strengthened by including HR activities in online format like Performance Management System, Annual Property Reports, Employee Self Service (ESS) Portal, Pension Medical and PF balances, leave management system and integration of HRMS with finance module. Being in the consultancy field, focus of the Company is on enhancing the skills, knowledge and expertise of existing manpower resource. As a part of MOU of the Company, 17% of executives were trained in premier business and technical schools. While Senior Management Leaders were deputed to premier business institutions for training like ISB, IIMs, induction programme for newly inducted personnel were organised. For technical trainings the personnel were deputed to IITs, Railway Training Institutes, other premier Institutes and professional bodies. Two Engineers were sponsored for M. Tech Programme in Civil Engineering from IIT Kharagpur last year. The programmes were conducted on Contract Management and Arbitration, Certification programme on Project Management (PMI), Labour Laws, Communication and Presentation skills, Ethics and Values, Prevention of Sexual Harassment at work place (POSH), Public Private Partnership (PPP), Construction Safety, Diploma Course on Foreign Trade. During the year RITES has provided 10,000 days of training to its employees. As a part of Industry Academia partnership, the Company has provided summer/winter internship to 216 students in the year.

As a part of implementation of Govt of India initiative for skill development, 133 apprentices were engaged in the year to enable them to acquire the practical skill, knowledge and expertise for employment.

The framework for employee participation in deciding HR policies and to have two-way communication within the organisation, a body consisting of elected and nominated officials has been constituted called CONCERT. The body also deals with grievances of group of employees. The exceptional performance of the employees is recognised by way of Group and Individual Awards on periodic basis. While an outstanding employee is awarded with Employee of the Year, on periodic basis employees are awarded as Employees of Quarter. Outstanding contribution by way of publishing articles in National and International Journals is recognised and awarded.

The Company has elaborate framework of Social Security by way of Post Retirement Medical Scheme, Contributory PF, Gratuity and Leave Encashment. During the service a number of employee benefit schemes are in place for employee welfare and to take care of unforeseen circumstances.

IMPLEMENTATION OF RIGHT TO INFORMATION ACT, 2005

The Right to Information (RTI) Act, 2005, commonly understood by the general public as the right to access information held by the public authorities, encompasses core principles of democratic governance - participation, transparency & accountability. Living up to the expectation of being one of the most progressive and friendly legislations, through 15 years of its existence, it has empowered the citizens, who until this time were nearly ignorant of the information under the control of the public authorities, thereby promoting transparency & accountability in the working of the authorities. In RITES Limited, appropriate implementation structure in terms of cooperation with high level of commitment amongst the First Appellate Authority (FAA), Central Public Information Officer (CPIO) & Assistant Public Information Officers (APIOs) had profound influence on successful implementation of the RTI Act, 2005 and to attain its main objective, which is to ensure free flow and easy access to information, so that transparency and accountability in the work can be ensured.

RITES website is being used effectively for dissemination of information, which is evident from decrease in number of new applications. First appeals and the second appeals were effectively contained by efficient & scientific record keeping, ensuring timely and accurate information to the applicants under the provisions of the RTI Act, 2005. With adequate provision for submission of RTI applications/first appeals online coupled with payment of application/additional fees through internet banking, debit/credit cards and RuPay cards, provided on RITES website, has enabled citizens to file their applications/first appeals with ease and receive information faster, cutting on the cost of postal dispatch and nullifying the time of postal transit.

RITES has been putting sincere efforts in creating informed citizenry & promoting transparency through pro-active disclosures on its website under section 4(1)(b) of the RTI Act, 2005. Negative growth/ negative percentage rate of new applications & containment of first appeals and the second appeals enunciate information delivery in compliance with RTI Acts letter and spirit.

EXHIBITIONS AND AWARDS Exhibitions:

The Company, as a part of business strategy, participated in specialized trade exhibitions with the objective of displaying its multifarious capabilities and exploring business opportunities in India and abroad. These expositions play an important role in building business linkages and providing exposures to numerous prospective clients, high level delegations and ministerial participation. Further, participation in these exhibitions/workshops/conferences enhanced better understanding, strategic cooperation, and multilateral relationships with visiting stakeholders. During the year 2019-20, the Company participated in the following expositions:

64th National Award Function and Railway Exhibition-Cum-Rail3Mela from 21st-23rd July 2019 in Ambala

South-South and Triangular Cooperation Conference-Cum-Exhibition on Exploring New Opportunities and New Partnerships in New Delhi from 22nd-23rd August 2019

International Railway Equipment Exhibition (IREE) held from 22nd-24th October 2019, in New Delhi

Global Exhibition of Services (GES), organised by the Department of Commerce, Ministry of Commerce and Industry, Government of India, in partnership with the Services Export Promotion Council (SEPC) and the Confederation of Indian Industry (CII), from 26th -28th November 2019 in Bengaluru

Elecrama -2020, organised by the Indian Electrical and Electronics Manufacturers Association (IEEMA), from 18th-22nd January 2020 in Greater Noida

AWARDS:

• 49thEEPC (Northern Region) Award for Export Excellence

• PSE Excellence Award by Indian Chamber Of Commerce

• National Project Excellence Award by Project Management Association

• Project of the Year Award (Small Category) By Project Management Institute

Award of Excellence for the Best Law Department in PSU Category by Indian Corporate Council Association (ICCA)

• Active Customer Engagement Award at Customer Obsession-2019

• Governance Now PSU Award (Digital Technology)

Award for CSR Activities

Auditors

The Comptroller & Auditor General of India appointed the following as Statutory and Branch Auditors for the year 2019-20.

M/s J.C. Bhalla & Co. Statutory Auditors
M/s Ashra & Co., Branch Auditors for
Mumbai Western Region
M/s S.N. Guha & Co., Branch Auditors for
Kolkata Eastern Region
M/s Nisar & Kumar, Branch Auditors for
Chennai Southern Region

The Board would like to place on record its sincere thanks for the valuable services rendered by Statutory Auditors and the Branch Auditors.

SECRETARIAL AUDITOR

The Board has appointed M/s Akhil Rohatgi & Co., Practicing Company Secretary to conduct Secretarial Audit for the financial year 2019-20. The Secretarial Audit Report for the financial year ended March 31, 2020 has been placed as Annexure – IV. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark except commenting on present strength of Independent Directors as the number of Independent Directors on the Board was less than half of the total strength of Board, as required under SEBI (LODR) Regulations and DPE Guidelines.

In this regard Company has received notices from Stock Exchanges levying fine on the Company. The Company has replied to Stock Exchanges stating that the power to appoint the Directors including Independent Directors vests with the Government of India and the Company has requested the Ministry in this regard.

DISCLOSURE IN RELATION TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company is committed to create and maintain a secure work environment where its employees can work and pursue business environment in an atmosphere free of harassment, exploitation and intimidation. To empower women and protect them against sexual harassment, a policy for prevention of sexual harassment had been rolled out and the Committee for Prevention of Sexual Harassment of women at workplace ("the Committee") as per legal guidelines had been set up at all major locations of the Company. The policy allows employee to report cases of sexual harassment at the workplace. The Committee is empowered to look into all complaints of sexual harassment and facilitate free and fair enquiry within the laid down timeline. The summary of complaints received during the year:

No. of complaints pending at beginning of the year 1
No. of complaints received during the year 0
No. of complaints finalized during the year 1
No. of complaints pending at the end of the year 0

WOMEN EMPOWERMENT

During the year several programmes were organised on gender issues, prevention of sexual harassment at workplace and to mark International Women Day. Opportunities are accorded to women employees to participate in committee meetings, projects without any bias. Crche facility has been introduced to help women employees to take care of their children. During the year, a survey was conducted among the women employees about their satisfaction level on policies of the Company and its result was quite encouraging. Action on suggestions received is under process.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

• Details relating to deposits covered under chapter V of the Companys Act.

• Issue of equity shares with differential rights as to dividend, voting or otherwise.

• Issue of shares (including sweat equity shares) to employees of the Company under any Scheme.

• Neither the Chairman and Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

• No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

APPRECIATION

The Directors take this opportunity to express their sincere thanks to the esteemed Clients in India & abroad, Shareholders, Central and State Governments for their consistent support to the Company and look forward to the continuance of the mutually supportive relationship in future. The Directors also wish to place on record their appreciation of the hard work, dedication and commitment of the employees. The enthusiasm and unstinting efforts of the employees have enabled the Company to touch new heights during the year.

ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation for the assistance and co-operation received from the Ministries of Railways, Road Transport and Highways, External Affairs, Finance, Commerce, Urban Development, and other ministries, departments and agencies, office of Comptroller & Auditor General, Stock Exchanges, Regulators, OFS Intermediary/ agencies, Reserve Bank of India, Bankers of the Company, Indian Embassies & Missions abroad and Foreign Missions

& Embassies in India, EXIM Bank without whose active support the achievements of the Company during the year under review would not have been possible.

For and on behalf of Board of Directors
(Rajeev Mehrotra)
Place: Gurugram Chairman & Managing Director and Chief Executive Officer
Dated: 29.07.2020 (DIN : 01583143)

FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN

As on financial year ended on 31.03.2020

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014 I.

REGISTRATION & OTHER DETAILS:

1. CIN L74899DL1974GOI007227
Registration Date 26th April,1974
Name of the Company RITES LIMITED
Category/Sub-category of the Company Company Limited by Shares/Union Govt Company
Address of the Registered office & contact Registered office:details SCOPE Minar, Laxmi Nagar, Delhi-110092
Ph – 011-22024610
Whether listed company Yes
Name, Address & contact details of the Link Intime India Private Limited
Registrar & Transfer Agent, if any. Noble Heights Ist Floor, Plot No. NH2 CSC, C-1 Block
Near Savitri Market Janakpuri, New Delhi - 110058
Ph: +91 11 41410592; Fax: +91 11 41410591
Website: www.linkintime.co.in
E-mail: swapann@linkintime.co.in
Contact Person: Mr. Swapan Kumar Naskar
SEBI Registration No.: INR000004058

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 and Description of main products / services NIC Code of the Product/service % to total turnover of the company
1 Export Sales - 22.53
2 Consultancy - 29.11
3 Inspection Fees - 15.30
4. Services for Turnkey Construction Projects - 28.03

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

S.N. Name and Address of the company CIN/GLN Holding / Subsidiary / Associate % of Shares held Applicable Section
1. Railway Energy Management Company Ltd (REMC) Registered office: SCOPE Minar, Laxmi Nagar Delhi-110092 CIN: U93000DL2013GOI256661 Subsidiary 51% Under Section - 2(87) of the Companies Act, 2013
2. RITES Infrastructure Services Ltd (Wholly owned subsidiary of RITES Ltd) Registered office: SCOPE Minar, Laxmi Nagar Delhi-110092 CIN: U45200DL2010GOI202067 Wholly Owned Subsidiary (Under Liquidation) 100% Under Section- 2(87) of the Companies Act, 2013

 

3. RITES AFRIKA (PTY) LIMITED, BOTSWANA - Wholly Owned Subsidiary-Abroad 100% Under Section - 2(87) of the Companies Act, 2013
4. SAIL- RITES Bengal Wagon Industry Private Ltd, Registered office: SCOPE Minar, Laxmi Nagar Delhi-110092 CIN: U35200DL2010PTC211955 JVC of SAIL & RITES 50% Under Section - 2(6) of the Companies Act, 2013
5. BNV Gujarat Rail Private Limited. Registered office: Venus Amadeus, 301-305, 3rd Floor,, Jodhpur Cross Road, Satellite,, Ahmedabad, Gujarat, India, 380015 CIN: U60300GJ2016PTC094761 JVC of RITES, Shapoorji Pallonji Road Infra Pvt. Ltd. and PCM Cement Concrete Pvt Ltd 26% Under Section - 2(6) of the Companies Act, 2013
6. RICON (A JV with IRCON International Limited) - Un incorporated Joint Venture. 51% (Share of interest) -
7. Geoconsult ZT GmbH – RITES India (A JV with Geoconsult – ZT- Gmbh (Austria)) - Un incorporated Joint Venture. 39.40% (Share of interest) -
8. Geoconsult –RITES (JV) (A JV with Geoconsult India Private Limited) - Un incorporated Joint Venture. 35.01% (Share of interest) -
9. Geoconsult – RITES, NRT -1 (A JV with Geoconsult – ZT- Gmbh (Austria)) - Un incorporated Joint Venture 16% (Share of interest) -
10. Geoconsult – RITES (JV) (A JV with Geoconsult – ZT- Gmbh (Austria)) - Un incorporated Joint Venture 13% (Share of interest) -

* Above does not include RITES Mohawarean Arabic Company Limited (RMAC), which is under liquidation and investment in equity made by the company has already been recovered.

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) I) Category-wise Share Holding

No. Of Shares Held At The Beginning Of The Year

No. Of Shares Held At The End Of The Year

Cate- gory Code Category Of Shareholders Demat Physical Total % Of Total Shares Demat Physical Total % Of Total Shares % Change During The Year
A PROMOTER AND PROMOTER GROUP
(1) INDIAN
(a) Individual/ HUF - - - - - - - - -
(b) Central Govt 17,48,00,000 - 17,48,00,000 87.4 180047174 - 18,00,47,174 72.02 -15.38
(c) State Govt(s) - - - - - - - - -
(d) Bodies Corp. - - - - - - - - -
(e) Banks / FI - - - - - - - - -
(f) Any other - - - - - - - - -
Total Shareholding of Promoter (A) 17,48,00,000 - 17,48,00,000 87.4 180047174 - 18,00,47,174 72.02 -15.38
B Public Shareholding
1 Institutions
a) Mutual Funds 80,01,002 - 80,01,002 4 1,22,80,920 - 1,22,80,920 4.91 0.91

 

b) Banks / FI 3,24,471 - 3,24,471 0.16 2,44,83,535 - 2,44,83,535 9.79 9.63
c) Central Govt - - - -
d) State Govt(s) - - - -
e) Venture Capital Funds - - - -
f) Insurance Companies - - - - 14,15,209 - 14,15,209 0.57 0.57
g) FIIs 25,54,293 - 25,54,293 1.28 72,85,113 - 72,85,113 2.91 1.63
h) Alternate Investment Funds - - - - 27,79,956 - 27,79,956 1.11 1.11
i) Others (specify) - - - - - - - - -
Sub-total (B)(1): 1,08,79,766 - 1,08,79,766 5.44 4,82,44,733 - 4,82,44,733 19.29 13.85
2. Non-Institutions
a) Bodies Corp.
i) Indian - - - - - - - - -
ii) Overseas - - - - - - - - -
b) Individuals - - - - - - - - -
i) Individual shareholders holding nominal share capital upto Rs. 2 lakh 75,39,181 38 75,39,219 3.77 1,06,63,996 207 1,06,64,203 4.27 0.50
ii) Individual shareholders holding nominal share capital in excess of Rs. 2 lakh 17,51,424 - 17,51,424 0.88 26,85,327 - 26,85,327 1.07 0.19
c) Others
NBFC 22,435 - 22,435 0.01 5,070 - 5,070 0.00 (0.01)
TRUSTS 2,864 - 2,864 0.00 2,18,921 - 2,18,921 0.08 0.08
HUF 4,64,378 - 4,64,378 0.23 6,20,648 - 6,20,648 0.25 0.02
FOREIGN NATIONALS 200 - 200 0.00 200 - 200 0.00 0.00
NON RESIDENT INDIAN 5,32,567 - 5,32,567 0.27 7,09,941 - 7,09,941 0.28 0.01
CLEARING MEMBERS 3,83,225 - 3,83,225 0.19 2,82,502 - 2,82,502 0.11 (0.08)
BODIES CORPORATE 36,24,122 - 36,24,122 1.81 65,21,281 - 65,21,281 2.61 0.80
Sub-total (B)(2):- 1,43,20,196 - 1,43,20,234 7.16 2,17,08,093 - 2,17,08,093 8.67 1.51
Total Public Shareholding 2,51,99,962 38 2,52,00,000 12.60 6,99,52,619 207 6,99,52,826 27.98 12.62
(B)=(B)(1)+ (B)(2)
C. Shares held by Custodian for GDRs & ADRs. - - - - - - - - -
Grand Total (A+B+C) 19,99,99,962 38 20,00,00,000 100 24,99,99,793 207 25,00,00,000 100 -

II) Shareholding of Promoters -

Shareholders Name 3 Shareholding at the beginning of the year (1.4.2019)

Shareholding at the end of the year (31.3.2020)

Sr. No. 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 % change in share-holding during the year
1. President of India 17,48,00,000 87.40 0 18,00,47,174 72.02 0 (15.38)
3 Total 17,48,00,000 87.40 0 18,00,47,174 72.02 0 (15.38)

III) Change in Promoters Shareholding (please specify, if there is no change)

S.No Particulars

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares % of total shares of the company No. of shares % of total shares of the company
1. President of India 17,48,00,000 87.40 17,48,00,000 87.40#
At the beginning of the year
2. Bonus shares (1:4) allotted on 14.08.2019 4,37,00,000 17.48 21,85,00,000 87.40#
3. Disinvested 10% of its stake through Offer for Sale mechanism on 22.11.2019, 25.11.2019 and 11.12.2019. (2,50,34,752) 10.01 19,34,65,248 77.39
4. Disinvested 5.37% of its stake through Offer for Sale mechanism on 27.02.2020 and 28.02.2020. (1,34,18,074) 5.37 18,00,47,174 72.02
5. At the end of the year 18,00,47,174 72.02 18,00,47,174 72.02

# Company on August 14, 2019 allotted 5 crore bonus equity shares to its shareholders due to which no. of shares of the company increased from 20 crore to 25 crore. Accordingly, post allotment percentage to total shares of the company remains same.

IV) Shareholding Pattern of top ten Shareholders:

(Other than Directors, Promoters and Holders of GDRs and ADRs):

Sr. No. Name & Type of Transaction

Shareholding at the beginning of the year – 1st April 2019

Transactions during the year

Cumulative Shareholding at the end of the year -31st March 2020

3 No.of Shares Held % of Total Shares of the Company Date of Transaction No. of Shares No. of Shares Held % of Total Shares of the Company
1 53254 0.02 3 3 0 0.000
Life Insurance Corporation of
India
3 Sell 24.05.2019 (4,000) 49,254 0.019
3 Sell 31.05.2019 (20,000) 29,254 0.012
3 Sell 07.06.2019 (13,015) 16,239 0.006
3 Sell 14.06.2019 (10739) 5500 0.002
3 Buy 23.08.2019 1,375 6875 0.003
3 Buy 29.11.2019 1,36,28,275 1,36,35,150 5.454
3 Sell 07.02.2020 (2,72,637) 1,33,62,513 5.345
3 Sell 21.02.2020 (1,02,215) 1,32,60,298 5.304
3 Sell 28.02.2020 (3,86,962) 1,28,73,336 5.149
3 Buy 06.03.2020 67,11,409 1,95,84,745 7.834
3 1,95,84,745 7.834
AT THE END OF THE YEAR 2 41,09,981 1.64 0 0.000
HDFC Trustee Company Ltd - A/C
HDFC Mid – Cap
Opportunities
Fund
3 Sell 05.04.2019 (59,700) 40,50,281 1.620
3 Sell 12.04.2019 (1,64,000) 38,86,281 1.554
3 Sell 19.04.2019 (63,846) 38,22,435 1.529
3 Sell 26.04.2019 (26,500) 37,95,935 1.518
3 Sell 03.05.2019 (35,000) 37,60,935 1.504
3 Sell 10.05.2019 (56,596) 37,04,339 1.481
3 Sell 17.05.2019 (10,000) 36,94,339 1.477
3 Sell 24.05.2019 (26,500) 36,67,839 1.467

 

3 Sell 31.05.2019 (8,31,058) 28,36,781 1.134
3 Sell 21.06.2019 (1,43,600) 26,93,181 1.077
3 Sell 29.06.2019 (3,22,970) 23,70,211 0.948
3 Buy 23.08.2019 5,55,552 29,25,763 1.170
3 Sell 30.08.2019 (1,44,700) 27,81,063 1.112
3 Sell 06.09.2019 (3,31,000) 24,50,063 0.980
3 Sell 13.09.2019 (5,57,894) 18,92,169 0.756
3 Sell 20.09.2019 (2,00,000) 16,92,169 0.676
3 Sell 30.09.2019 (1,53,000) 15,39,169 0.615
3 Sell 18.10.2019 (1,21,000) 14,18,169 0.567
3 Sell 25.10.2019 (98,000) 13,20,169 0.528
3 Sell 08.11.2019 (49,000) 12,71,169 0.508
3 Sell 15.11.2019 (17,000) 12,54,169 0.501
3 Sell 22.11.2019 (4,93,000) 7,61,169 0.304
3 Buy 29.11.2019 17,00,000 24,61,169 0.984
3 Sell 20.12.2019 (92,700) 23,68,469 0.947
3 Sell 31.12.2019 (1,00,000) 22,68,469 0.907
3 Sell 03.01.2020 (50,000) 22,18,469 0.887
Buy 06.03.2020 19,87,623 42,06,092 1.682
Buy 13.03.2020 1,77,700 43,83,792 1.753
Buy 20.03.2020 6,56,382 50,40,174 2.016
Buy 27.03.2020 22,218 50,62,392 2.025
Buy 31.03.2020 18,000 50,80,392 2.032
3 50,80,392 2.032
AT THE END OF THE YEAR 3 24,33,734 0.973 0 0.000
Reliance Capital Trustee Co Ltd –
A/C Nippon India
Value Fund
Buy 21.06.2019 3,25,000 27,58,374 1.103
Sell 05.07.2019 (1,75,000) 25,83,734 1.033
Sell 12.07.2019 (50,000) 25,33,734 1.013
Buy 26.07.2019 1,49,834 26,83,568 1.073
Buy 02.08.2019 5,306 26,88,874 1.075
Buy 09.08.2019 1,45,038 28,33,912 1.133
Buy 23.08.2019 7,08,901 35,42,813 1.417
Buy 30.08.2019 4,00,000 39,42,813 1.577
Sell 27.09.2019 (2,98,300) 36,44,513 1.457
Sell 30.09.2019 (72,000) 35,72,513 1.429
Sell 11.10.2019 (48,000) 35,24,513 1.409
Sell 18.10.2019 (4,56,768) 30,67,745 1.227
Sell 25.10.2019 (1,08,736) 29,59,009 1.183
Sell 01.11.2019 (1,43,321) 28,15,688 1.126
Sell 15.11.2019 (2,59,907) 25,55,781 1.022
Sell 22.11.2019 (2,66,286) 22,89,495 0.915
Buy 29.11.2019 5,00,000 27,89,495 1.115
Sell 07.02.2020 (74,619) 27,14,876 1.086
AT THE END OF 27,14,876 1.086
THE YEAR
4 Azim Premji Trust 0 0.000

 

Buy 19.07.2019 2,99,786 2,99,786 0.120
Buy 26.07.2019 3,974 3,03,760 0.121
Buy 02.08.2019 30,515 3,34,275 0.134
Buy 09.08.2019 12,66,010 16,00,285 0.640
Buy 16.08.2019 9,349 16,09,634 0.644
Buy 23.08.2019 8,14,227 24,23,861 0.969
Buy 30.08.2019 42,876 24,66,737 0.986
AT THE END OF 24,66,737 0.986
THE YEAR
5 0 0.000 0 0.000
General Insurance Corporation of
India
Buy 29.11.2019 20,00,000 20,00,000 0.800
AT THE END OF 20,00,000 0.800
THE YEAR
6 0 0.000 0 0.000
Pioneer Investment Fund
Buy 06.12.2019 4,82,675 4,82,675 0.193
Buy 13.12.2019 7,10,861 11,93,536 0.477
Buy 20.12.2019 3,63,314 15,56,850 0.623
Buy 27.12.2019 5,377 15,62,227 0.625
Buy 28.02.2020 2,53,629 18,15,856 0.726
AT THE END OF 18,15,856 0.726
THE YEAR
7 0 0.000 0 0.000
Kuwait Investment Authority Fund
F238
Buy 29.11.2019 10,00,000 10,00,000 0.400
Buy 31.12.2019 2,75,000 12,75,000 0.510
Buy 10.01.2020 4,25,000 17,00,000 0.680
AT THE END OF 17,00,000 0.680
THE YEAR
8 State Bank Of India 0 0.000 0 0.000
Buy 29.11.2019 8,51,788 8,51,788 0.341
Sell 20.12.2019 (37,000) 8,14,788 0.326
Sell 27.12.2019 (50,000) 7,64,788 0.306
Sell 31.12.2019 (3,515) 7,61,273 0.304
Sell 03.01.2020 (1,60,643) 6,00,630 0.240
Sell 10.01.2020 (2,82,000) 3,18,630 0.127
Sell 17.01.2020 (96,000) 2,22,630 0.089
Sell 24.01.2020 (95,000) 1,27,630 0.051
Buy 28.02.2020 15,50,222 16,77,852 0.671
AT THE END OF 16,77,852 0.671
THE YEAR

 

9 0 0.000 0 0.000
Principal Trustee Co. Pvt Ltd. -
Principal Mutual
Fund - Principal
Emerging Bluechip
Fund
Buy 25.10.2019 84,200 84,200 0.033
Buy 01.11.2019 13,000 97,200 0.038
Buy 28.02.2020 14,59,110 15,56,310 0.622
Buy 20.03.2020 12,388 15,68,698 0.627
Buy 27.03.2020 7,516 15,76,214 0.630
Buy 31.03.2020 2,939 15,79,153 0.631
AT THE END OF 15,79,153 0.631
THE YEAR
10 Saffron Agencies 10,65,347 0.426 10,65,347 0.426
Limited
Sell 09.08.2019 (67,000) 9,98,347 0.399
Sell 16.08.2019 (1,08,347) 8,90,000 0.356
Sell 23.08.2019 2,49,586 11,39,586 0.455
Sell 30.08.2019 (1,11,000) 10,28,586 0.411
Sell 11.10.2019 (48,200) 9,80,386 0.392
Sell 18.10.2019 (33,400) 9,46,986 0.378
Sell 10.01.2020 (32,000) 9,14,986 0.366
Sell 17.01.2020 (39,098) 8,75,888 0.350
AT THE END OF THE YEAR 8,75,888 0.350

V). SHAREHOLDING OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

1. Shri Rajeev Mehrotra, Chairman & Managing Director

Shareholding of each Directors and each Key Managerial Personnel

Shareholding at the beginning of the year

Cumulative Shareholding during the year
No. of shares % of total shares of the company No. of shares % of total shares of the company
At the beginning of the year 0 0 0 0
At the end of the year 0 0 0 0

2. Shri Ajay Kumar Gaur, Director Finance (up to 31.07.2019)

Shareholding of each Directors and
each Key Managerial Personnel

Shareholding at the beginning of the year

Cumulative Shareholding during the year
No. of shares % of total shares of the company No. of shares % of total shares of the company
At the beginning of the year 0 0 0 0
At the end of the year 0 0 0 0

3. Shri Mukesh Rathore, Director Technical (up to 31.10.2019)

Shareholding of each Directors and each Key Managerial Personnel

Shareholding at the beginning of the year

Cumulative Shareholding during the year
No. of shares % of total shares of the company No. of shares % of total shares of the company
At the beginning of the year 2720 0.001 3400 0.001
(2720+680 bonus shares)
At the end of the year 3400 0.001 3400 0.001

4. Shri Gopi Sureshkumar Varadarajan, Director Projects

Shareholding of each Directors and each Key Managerial Personnel

Shareholding at the beginning of the year

Cumulative Shareholding during the year
No. of shares % of total shares of the company No. of shares % of total shares of the company
At the beginning of the year 0 0 0 0
At the end of the year 0 0 0 0

5. Shri A.P. Dwivedi, Govt. Nominee Director, Rly. Board (up to 13.11.2019)

Shareholding of each Directors and each Key Managerial Personnel

Shareholding at the beginning of the year

Cumulative Shareholding during the year
No. of shares % of total shares of the company No. of shares % of total shares of the company
At the beginning of the year 0 0 0 0
At the end of the year 0 0 0 0

6. Shri Alok Kumar Tewari, Govt. Nominee Director, Rly Board (from 30.05.2019)

Shareholding of each Directors and each Key Managerial Personnel

Shareholding at the beginning of the year

Cumulative Shareholding during the year
No. of shares % of total shares of the company No. of shares % of total shares of the company
At the beginning of the year 0 0 0 0
At the end of the year 0 0 0 0

7. Shri Anil Vij, Director Technical (from 04.11.2019)

Shareholding of each Directors and each Key Managerial Personnel

Shareholding at the beginning of the year

Cumulative Shareholding during the year
No. of shares % of total shares of the company No. of shares % of total shares of the company
At the beginning of the year 0 0 0 0
At the end of the year 0 0 0 0

8. Shri Bibhu Prasad Nayak, Director Finance (from 07.11.2019)

Shareholding of each Directors and each Key Managerial Personnel

Shareholding at the beginning of the year

Cumulative Shareholding during the year
No. of shares % of total shares of the company No. of shares % of total

shares of the company

At the beginning of the year 0 0 0 0
At the end of the year 0 0 0 0

9. Shri Vinay Srivastava, Government Nominee Director (from 13.12.2019)

Shareholding of each Directors and each Key Managerial Personnel

Shareholding at the beginning of the year

Cumulative Shareholding during the year
No. of shares % of total shares of the company No. of shares % of total shares of the company
At the beginning of the year 0 0 0 0
At the end of the year 0 0 0 0

10. Dr. P.K. Anand, Independent Director

Shareholding of each Directors and each Key Managerial Personnel

Shareholding at the beginning of the year

Cumulative Shareholding during the year
No. of shares % of total shares of the company No. of shares % of total shares of the company
At the beginning of the year 0 0 0 0
At the end of the year 0 0 0 0

11. Dr. R.N. Goyal, Independent Director

Shareholding of each Directors and each Key Managerial Personnel

Shareholding at the beginning of the year

Cumulative Shareholding during the year
No. of shares % of total shares of the company No. of shares % of total shares of the company
At the beginning of the year 0 0 0 0
At the end of the year 0 0 0 0

12. Ms. Geethakumary, Independent Director

Shareholding of each Directors and each Key Managerial Personnel

Shareholding at the beginning of the year

Cumulative Shareholding during the year
No. of shares % of total shares of the company No. of shares % of total shares of the company
At the beginning of the year 0 0 0 0
At the end of the year 0 0 0 0

13. Mr. Anil Kumar Goel, Independent Director (up to 31.03.2020)

Shareholding of each Directors and each Key Managerial Personnel

Shareholding at the beginning of the year

Cumulative Shareholding during the year
No. of shares % of total shares of the company No. of shares % of total shares of the company
At the beginning of the year 0 0 0 0
At the end of the year 0 0 0 0

14. Mr. Satish Sareen, Independent Director (up to 31.03.2020)

Shareholding of each Directors and each Key Managerial Personnel

Shareholding at the beginning of the year

Cumulative Shareholding during the year
No. of shares % of total shares of the company No. of shares % of total shares of the company
At the beginning of the year 0 0 0 0
At the end of the year 0 0 0 0

15. Shri Ashish Kumar Srivastava, Company Secretary

Shareholding of each Directors and each Key Managerial Personnel

Shareholding at the beginning of the year

Cumulative Shareholding during the year
No. of shares % of total shares of the company No. of shares % of total shares of the company
At the beginning of the year 2,720 0.001 3400 (2720+680 bonus shares) 0.000
At the end of the year 0 0 0 0

16. Shri Parmod Kumar Narang, Chief Financial Officer (from 01.08.2019)

Shareholding of each Directors and each Key Managerial Personnel

Shareholding at the beginning of the year

Cumulative Shareholding during the year
No. of shares % of total shares of the company No. of shares % of total shares of the company
At the beginning of the year 2720 0.001 4100 (2720+680 bonus shares+700 under OFS) 0.001
At the end of the year 4100 0.001 4100 0.001

VI) INDEBTEDNESS: Indebtedness of the Company including interest outstanding/accrued but not due for payment – NIL

Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year 3NIL 3NIL 3NIL 3NIL
i) Principal Amount 3- 3- -3 3-
ii) Interest due but not paid 3- - - 3-
iii) Interest accrued but not due 3- 3- 3- 3-
Total (i+ii+iii) 3 3 3 3
Change in Indebtedness during the financial year 3- 3- 3- 3
* Addition 3 3 3 3
* Reduction 3 3 3 3
Net Change 3- - - -
Indebtedness at the end of the financial year 3 3 3 3
i) Principal Amount 3- - - -
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - -
Total (i+ii+iii) 3 3 3 3

VII) REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL-A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

Name of MD/WTD/ Manager (Amt. in Rs.)

SN Particulars of Remuneration Sh. Rajeev Mehrotra CMD & CEO Sh. Ajay Kumar Gaur, DF &CFO (upto 31.07.2019) Sh. Mukesh Rathore DT (upto 31.10.2019) Sh. Gopi Sureshkumar V. , DP Shri Anil Vij, DT (from 04.11.2019) Shri Bibhu Prasad Nayak, DF (from 07.11.2019) Total Amount (Amt. in Rs.)
1. Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income- tax Act, 1961 54,82,030 15,35,767 26,17,189 39,89,386 16,14,128 14,37,312 1,66,75,812
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 2,42,071 2,54,290 1,85,550 1,49,636 3,40,033 68,855 12,40,435
2. Stock Option
3. Sweat Equity
4. Commission
- as % of profit
- others, specify3
5. Others, please specify 14,59,176 10,44,428 10,46,416 35,50,020
– Performance Linked
Incentives (PRP)
- Post Employment 8,80,629 22,44,588 24,32,540 6,68,096 3,13,431 2,57,837 67,97,121
Benefits
- Other Employment 5,63,252 17,26,082 21,16,268 44,05,602
Benefits
3 Total (A) 86,27,158 68,05,155 83,97,963 48,07,118 22,67,592 17,64,004 3,26,68,990
3 Ceiling as per the Act - - - - - - -

* This includes amount of superannuation benefit also.

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

SN Particulars of Remuneration

Key Managerial Personnel

Shri Ashish Kumar Srivastava, Company Secretary & Compliance Officer (in Rs.) Shri Parmod Kumar Narang Chief Financial Officer (from 01.08.2019) (in Rs.) Total (Rs.)
1. Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 14,68,087 26,39,358 41,07,445
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 76,092 76,092
2. Stock Option
3. Sweat Equity
4. Commission
3 - as % of profit
35. Others, specify 18,562 6,908 25,470
- Performance Linked Incentives (PRP)
6. Others, please specify 2,46,988 4,46,354 6,93,342
- Post Employment Benefits
Other Employment Benefits 2,72,045 2,72,045
Total 17,33,637 34,40,757 51,74,394

B. Remuneration to other directors

SN. Particulars of Remuneration

Name of Directors

Total Amount
Independent Directors Dr. P.K. Anand (Rs.) Dr. R.N. Goyal (Rs.) Ms. Geetha Kumary (Rs.) (Rs.)
1. Fee for attending Board / Committee - - - -
Meetings
Board Meeting 3,10,000(10) 2,80,000(9) 2,80,000(9) 8,70,000
Audit Committee 1,00,000(5) 40,000(2) 1,00,000(5) 2,40,000
CSR committee - 1,00,000(5) 20,000(1) 1,20,000
SRC Committee 20,000(1) 80,000(4) - 1,00,000
Nomination & Remuneration Committee 40,000(2) 40,000(2) 20,000(1) 1,00,000
Risk Management 40,000(2) 65,000(3) 40,000(2) 1,45,000
Separate Meeting 45,000(2) 45,000(2) 45,000(2) 1,35,000
Sub - Committee Meeting - - - -
Commission - - - -
Others, please specify - - - -
Total (1) 5,55,000 6,50,000 5,05,000 17,10,000
2. Other Non-Executive Directors - - - -
Fee for attending board committee meetings - - - -
Commission - - - -
Others, please specify - - - -
Total (2)
Total (B)=(1+2) 5,55,000 6,50,000 5,05,000 17,10,000
3 Total Managerial Remuneration
Overall Ceiling as per the Act - - - -

 

SN. Particulars of Remuneration

Name of Directors

Total Amount
Independent Directors Shri Anil Kumar Goel (Rs.) Shri Satish Sareen (Rs.) 3(Rs.)
1 Fee for attending Board / Committee - - -
Meetings -
Board Meeting 2,50,000(8) 2,50,000(8) 5,00,000
Audit Committee 60,000(3) 60,000(3) 1,20,000
CSR committee 80,000(4) 80,000(4) 1,60,000
SRC Committee 60,000(3) 60,000(3) 1,20,000
Nomination & Remuneration Committee - 20,000(1) 20,000
Risk Management 25,000(1) - 25,000
Separate Meeting 45,000(2) 45,000(2) 90,000
Commission - - -
Others, please specify - -

 

SN. Particulars of Remuneration

Name of Directors

Total Amount
Independent Directors Shri Anil Kumar Goel (Rs.) Shri Satish Sareen (Rs.) 3(Rs.)
Total (1) 5,20,000 5,15,000 9,90,000
2 Other Non-Executive Directors - - -
Fee for attending board committee meetings - - -
Commission - - -
Others, please specify - - -
Total (2) - - -
Total (B)=(1+2) 5,20,000 5,15,000 9,90,000
Total Managerial Remuneration
Overall Ceiling as per the Act - - -

VIII) PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the Companies Act Brief Description Details of Penalty / Punishment/ Compounding fees imposed Authority [RD / NCLT/ COURT] Appeal made, if any (give Details)
A. COMPANY – NA
Penalty 3- - - - -
Punishment 3- - - - -
Compounding 3- - - - -
B. DIRECTORS – NA
Penalty 3- - - - -
Punishment 3- - - - -
Compounding 3- - - - -
C. OTHER OFFICERS IN
DEFAULT – NA
Penalty 3- - - - -
Punishment 3- - - - -
Compounding 3- - - - -

 

(Rajeev Mehrotra)
Place: Gurugram Chairman & Managing Director and Chief Executive Officer
Date: 29.07.2020 (DIN: 01583143)