rithwik facility management services ltd share price Directors report

Dear Members,

The Board of Directors is delighted to present the 12^thAnnual Report on the business and operations of RITHWIK FACILITY MANAGEMENT SERVICES LIMITED ("the Company") along with the summary of financial statements for the year ended March 31,2022.

FINANCIAL HIGHLIGHTS

Particulars	31st March,2022	31st March,2021
	(Rs. in Crores)	(Rs. In Crores)
Revenue from Operation	22.69	21.59
Profit/(Loss) before Finance Cost, Depreciation, Exceptional items and Taxes	1.68	1.48
Less: Finance Cost	0.20	0.08
Less: Depreciation	0.31	0.26
Profit/(Loss) before exceptional and extraordinary items	1.17	1.12
Less: Exceptional items	-	-
Profit / (Loss) before tax	1.17	1.12
Less: Tax Expenses	0.29	0.26
Profit / (Loss) After tax	0.88	0.86

OPERATIONS AND BUSINESS PERFORMANCE

Total Revenue from operations for the year at INR 22.69 Crores grew by 4.85% as compared to the last year. While the Indian Facility management business is expected to grow at 12.97% CAGR the Company has grown at 4.85% due to Covid pandemic. Profit before exceptional items and taxes stood at INR 1.17 Crores. Operating margins remained healthy and improved for the year at Q3 of FY 2021-22 as the economy was opened up and new space maintenance was improved. Profit after tax during the year under review stood at INR 88.75 Lakhs. Operating margins stood at 7.04% as against 6.55% in the FY 2020-21.This year profits are from the core activities of the business. Though the pandemic has hindered the growth the Company has managed to maintain the revenue from operations.

FACILITIES UNDER O&M

Particulars	31st March 2022	31st March 2021
Total Area of Maintenance in Sq.ft.	758972	469000
Total No. of clients under maintenance	66	62

ROAD AHEAD

The India Facility Management Market is anticipated to record a CAGR of 24% over the forecast period (2022 - 2027).Indias broad range of fiscal, monetary and health responses to the pandemic crisis supported its recovery and, along with economic reforms, are helping to mitigate a longer-lasting adverse impact of the crisis.

The outlook of FM services in India is shaping up to be highly optimistic mainly due to the growing maturity of end users and the need for improved safety, comfort and professional maintenance of assets. Presence of Global and Indian MNCs across various end-user sectors is mainly driving the market for FM services in India as they are the potential customers due to their increased awareness levels, exposure to facilities and willingness to invest. The IT sectors are more concerned about personalized and specialized services utilizing both hard and soft services due to the recent boom and increase in investments in the Indian IT/ITeS/BPO and finance/banking sectors. Increase in investments from emerging sectors such as health-care, retail and infrastructure sector are expected to further push this market to a higher growth curve in the life cycle.

Expansion of business activities in tier 2 and tier 3 cities by the end-user segments are considered to be an increasing regional growth trends for FM services market in India. Your company has already started expansion in Tier 2 cities and is considering expansion in Tier 3 cities as well. Simultaneously, the FM market in India is moving towards involving an organized approach in order to achieve higher market penetration and maturity. In this regard, your company has started using technology and introducing systems for better efficiency and performance. Many established FM companies have started acquiring smaller unorganized firms to penetrate the market to capture a considerable market share. Though this may seem to create more competition, it will actually create an environment wherein movement will shift from the unorganized sector to the organized sector which in turn will generate business for your company. Companies are constantly looking for growth options and modifying their business models to suit market trends. The same thought process has been adopted by your company by diversifying into the turnkey commercial interior segment.

COVID 19 IMPACTS

Overall performance of the Company was impacted marginally by the ongoing COVID- 19. In the early part of the year, the 3^rd wave caused some disruptions for Facility management business as most of the IT/ITES Companies asked their employees to work from home and the company has also witnessed a drag in maintenance of space which led to the fall in revenue, but it was able to recover in the later part of the year.

DIVIDEND

Although your Company has made profit after Tax of Rs. 0.88 Crores, your Directors decided to retain the profits for further expansion and have not recommended any dividend for the year ended 31^st March, 2022.

TRANSFER TO RESERVE

The Board does not propose to transfer any amount to general reserve and has decided to retain the entire amount of profit for FY 2021-22 in the profit and loss account.

FINANCE

We are happy to inform that the comfortable financial position continued during the year and your company has repaid the borrowing on timely manner.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As defined under the Act, the Company has no Subsidiaries, Joint ventures and Associate Companies as at March 31,2022.

FIXED DEPOSITS

Your Company has not accepted any deposits from the public or its employees and, as such no amount on account of principal or interests on deposits were outstanding as on the Balance Sheet date.

BOARD OF DIRECTORS

The board comprises of 5 Directors; out of which 2 are Executive Director and 3 are Non-Executive Independent Directors of whom one is woman Non-executive Independent Director. All the Directors bring a wide range of skills and experience to the board. The Independent Directors have confirmed that they satisfy the criteria prescribed for an Independent Director as stipulated under the provisions of Section 149(6) of the Companies Act, 2013. All directors are appointed by the members of the Company.

The following directors, on the recommendation of the Nomination and Remuneration committee and subject to the approval of the members of the company, are reappointed in the Board meeting held on 6^th September 2022.

1. Mr.RithwikRajshekar Raman as Managing Director

2. Mr. V NiranjanRao as Whole Time Director.

3. Mr.PSudhakar as an Independent Director,and

4. Mrs.TShamaPrasanna as an Independent Director.

The composition of the Board is in conformity with Listing Regulations.

S.No Names of Director	DIN/PAN	Designation	Date of Appointment
1. RithwikRajshekar Raman	07836658	Managing Director	01.06.2017
2. VyakarnaNiranjanRao	02918882	Wholetime Director	15.09.2010
3. P Sudhakar	02483116	Independent Director	21.09.2017
4. ShamaPrasannaTipparaju	07922496	Woman Independent Director	30.08.2017
5. Jayaraman G	08112010	Independent Director	07.05.2018

Policy on Directors Appointment and Remuneration

The current policy is to have an appropriate mix of executive, non-executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As on 31st March, 2022, the Board consists of 5 Members, 1 of whom is a Managing Director, 1 of whom is a Whole-time Director and the 3 are Independent Directors including 1 woman non-executive Independent Director. The Board periodically evaluates the need for change in its composition and size. The Policy of the Company on Directors Appointment and Remuneration, including criteria for determining qualifications, positive attributes, independence of director and other matters provided under Section 178(3) of the Companies Act, 2013, adopted by the Board, is appended as ANNEXURE-II to this report. We affirm that the Remuneration paid to the director is as per the terms laid out in the said policy.

Declaration on Independent Directors

All the Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act. In the opinion of the Board, they fulfill the conditions of independence as specified in the Act and the Rules made there under and are independent of the management.

KEY MANAGERIAL PERSONNEL AND THEIR REMUNERATION (KMP)

In pursuance to the provisions of the Act and Listing Regulations the Company has Key Managerial Personnel. The Company pays remuneration by way of Salary, Perquisites etc., to its Managing Director, Whole-time Director in line with recommendation from the Nomination and Remuneration Committee as approved by the Board and the Members of the Company as per the Nomination and Remuneration Policy.

ANNUAL PERFORMANCE EVALUATION

In line with criteria laid by the Nomination and Remuneration Committee, the performance of all Directors, Committees and Chairman etc., have been evaluated pursuant to the provisions of the Act and the Listing Regulations.

COMMITTEES

As required by the provisions of the Act and Listing Regulations, the company has the following Committees as follows.

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

(i) The details of the composition of various Committees as on the date of this Report is mentioned below:

Name of the Committee	Name of the Member	Position Held
Audit Committee	Mr.Jayaraman	Chairman-Independent Director
	Mrs.ShamaPrasannaTiparaju	Member-Independent Director
	Mr. P. Sudhakar	Member-Independent Director

Name of the Committee	Name of the Member	Position Held
Nomination & Remuneration Committee	Mr.Jayaraman	Chairman-Independent Director
	Mrs.ShamaPrasannaTiparaju	Member-Independent Director
	Mr. P. Sudhakar	Member-Independent Director

Name of the Committee	Name of the Member	Position Held
Stakeholders Relationship Committee	Mrs.ShamaPrasannaTiparaju	Chairman-Independent Director
	Mr.VyakarnaNiranjanRao	Member-Whole Time Director
	Mr. P. Sudhakar	Member-Independent Director

POLICIES

In pursuance to the Act and the Listing Regulations, the following policies have been framed and disclosed on the Companys Website www.rithwik.co.in

1. Nomination and Remuneration Policy

2. Vigil Mechanism

3. Material Subsidiaries

4. Policy on Materiality disclosure

5. POSH

6. Related party Disclosure

7. Prevention of Insider Trading

8. Code Of Conduct

9. Performance Evaluation of Board

10. Archival Policy

RISK MANAGEMENT

The Company has developed and implemented a risk management policy including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company. The Board and the Audit Committee periodically undertake a review of the major risks affecting the Companys business and suggests steps to be taken to control and mitigate the same.

VIGIL MECHANISM

The Company has established a vigil mechanism to provide adequate safeguards against victimization and to provide direct access to the Chairman of the Audit Committee in appropriate cases. This mechanism is available on the website of the Company.

CORPORATE SOCIAL RESPONSIBILITY

As per the provision of Section 135 of the Companies Act, 2013, all companies having a net worth of Rs.500 crore or more, or a turnover of Rs.1,000 crore or more or a net profit of Rs.5 crore or more during the immediately preceding financial year are required to constitute a CSR committee.

Your Company does not fall in the criteria to constitute a CSR Committee as per the provisions of Section 135 of the Companies Act, 2013 and accordingly the CSR provisions are not applicable to the Company. Though your Company doesnt fall to constitute a CSR Committee, donation amounting to total of Rs. 1,27,700/- (Rupees One Lakh Twenty Seven Thousand and Seven Hundred) have been donated for various charitable institutions.

BOARD MEETINGS & COMMITTEE MEETINGS

During the FY 2021-2022, Six (6) meetings of the Board of Directors of the Company were held which is listed in the table.

The Board meetings were held on 29.06.2021, 27.08.2021, 30.10.2021, 12.11.2021, 07.12.2021 and 21.03.2022.

Name	Category	Number of Directorshi p in other public Ltd Companies	No. of Board Meetings attended during period ended 31/03/202 2	No. of Committee Membershi p in other Public Limited Companies	Attendance Last AGM on 24.09.202 1	No. of Shares held
Mr.RithwikRajshekar Raman	Executive Non Independent Chairman Promoter cum Managing Director	Nil	6	Nil	Yes	11,02,50 0
MrVyakarnaNiranjanRao	Executive Non Independent Whole-Time Director	Nil	6	Nil	Yes	13,500
Mr.PSudhakar	Non-Executive Independent Director	Nil	6	Nil	Yes	Nil
Mrs.ShamaPrasannaTip paraju	Non-Executive Independent Director	Nil	5	Nil	Yes.	Nil
Mr.Jayaraman G	Non-Executive Independent Director	1	5	1	Yes	Nil

In accordance with Regulation 26 (1) (b) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 Membership/Chairpersonship of only the Audit Committees and Stakeholders Relationship Committee in all Public Limited Companies has been considered.

• In accordance with the provisions of Section 152 of the Companies Act 2013, Mr. RithwikRajshekhar Raman, being longest in office, retires and is eligible for re-appointment and the board recommends his appointment as Director of your Company.

• No directors are inter-se related to each other.

Meetings of Audit Committee and Attendance during the Year:

During the financial year under review, Audit Committee Meetings were held on 29.06.2021,27.08.2021, 12.11.2021, and 21.03.2022.The attendance of the members at the Audit Committee meetings were as follows:

Name of the Member	Attendance particulars
	Meeting Held during their tenure	Meeting Attended during their tenure
Mr.Jayaraman (Chairman)	4	4
Mr. P Sudhakar (Member)	4	4
Mrs.ShamaPrasanaTiparaju (Member)	4	4

Meetings of Nomination and Remuneration Committee and Attendance during the Year:

During the financial year under review, Nomination and Remuneration Committee Meetings were held on 21.03.2022. The attendance of the members at the Nomination and Remuneration Committee meeting was as follows:

Name of the Member	Attendance particulars
	Meeting Held during their tenure	Meeting Attended during their tenure
Mr.Jayaraman	1	1
Mrs.ShamaPrasannaTiparaju	1	1
Mr.P. Sudhakar	1	1

Meetings of stakeholder relationship committee and attendance during the year:

During the financial year under review, Stakeholder Relationship Committee Meetings were held on 29.06.2021, and 19.07.2021 and the attendance of the members at the Stakeholder Relationship Committee meeting was as follows:

Name of the Member	Attendance particulars
	Meeting Held during their tenure	Meeting Attended during their tenure
Mrs.ShamaPrasannaTiparaju	2	2
Mr. VyakarnaNiranjanRao	2	2
Mr.P. Sudhakar	2	2

Separate Meetings of Independent Directors:

During the year, a separate meeting of independent directors was held on 21.03.2022 in which all independent directors were present.

General Body Meetings held in last three years:

Year	Date	Time	Venue
2018-19	27-9-2019	11.00 a.m	RR Tower III,TVK IndustrialEstate,Guindy,Chennai- 600032.
2019-20	25-9-2020	12.00 Noon	-do-
2020-21	24-9-2021	12.00 Noon	-do-

Special Resolution passed in previous three AGMs:

AGM Date	Special Resolutions passed
27-9-2019	Change in Object Clause of the Company and the resolution was passed unanimously as a Special Resolution.
25-9-2020	NIL
24-9-2021	NIL

Whether Special Resolution were put through postal ballot last year: No

Any special resolution proposed to be conducted through postal ballot this year: No

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, there were no transactions covered under the Provisions of Section 186 of the Companies Act, 2013.

RELATED PARTY TRANSACTIONS

Your Company has not entered into any contracts / arrangements / transactions with related parties which could be considered material in accordance with the policy of the Company i.e. Policy on Materiality of and Dealing with Related Party Transactions ("RPT Policy"). Accordingly, AOC-2 is notapplicable to the Company. Further, transactions enteredby the Company with related parties in the normal courseof business were placed before the Audit Committee of the Board.

There were no materially significant related party transactionswith the Promoters, Directors and Key Managerial Personnel, which may have a potential conflict with the interest of the Company at large.

Your Directors draw attention of the Members to Note No. 24 to the Standalone Financial Statements which sets out related party disclosure.

EMPLOYEES WELFARE

Employees are the pillar of strength of the company. Their health and well-being is vital for our business, because we believe our employees are our greatest asset. In recognizing that a healthy, happy and committed workforce is vital to our organization, Your Company has provided health Insurance Coverage for INR 3 Lakhs to each of the employees under Group Insurance plan. Frequent Sports activities are conducted for the employees to bring out their talent in sports and part of team building process.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Company gives utmost importance towards maintain and upholding the dignity of each and every woman working in the Company. The Company has a policy on prevention of sexual Harassment at workplace which provides for adequate safeguards and protection for women employees working in the organization.

No Complaints were received in this regard during the year 2021- 22 and No pending complaints as at 31^st March 2022.

ENERGY CONSERVATION, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

(i) Energy Conservation: Conservation of energy continues to receive increased emphasis and steps are being taken to reduce the consumption of energy at all levels. The Company has taken steps to conserve energy in its office use, consequent to which energy consumption had been minimized. No additional Proposals / Investments were made to conserve energy. Since the Company has not carried on industrial activities, disclosures regarding impact of measures on cost of production of goods, total energy consumption, etc, are not applicable.

(ii) Research and Development & Technology Absorption: The Company has not adopted any technology for its business and hence no reporting is required to be furnished under this heading. The Company will adopt necessary technology as and when required in the furtherance of the business.

(iii) Foreign Exchange Earnings and Outgo: The Company has not earned any foreign exchange during the year under review. However your Company has spent Rs.9,81,525 during the year towards educational expenses of Managing Director.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors confirm that:-

(a) in the preparation of the annual accounts, the applicable accounting standards have beenfollowed and that no material departures have been made from the same;

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

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

(e) they have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

(f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CORPORATE GOVERNANCE &MANAGEMENT DISCUSSION AND ANALYSIS:

Corporate governance is an ethically driven business process that is committed to values aimed at enhancing an organizations brand and reputation. This is ensured by taking ethical business decisions and conducting business with a firm commitment to values, while meeting stakeholders expectations. At Rithwik Facility Management Services Limited, it is imperative that our company affairs are managed in a fair and transparent manner. This is vital to gain and retain the trust of our stakeholders. The

Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI.

As per the Regulation 15(2)(a) of Chapter IV of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015; The compliance with the Corporate Governance provisions as specified in regulations 17,17A, 18, 19, 20, 21,22, 23, 24,24A,25, 26, 27 and clauses (b) to (i) and (t)of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V shall not apply, in respect of a) the Listed entity having paid up Equity share capital not exceeding Rs. 10 Crore and Net-worth not exceeding of 25 Crore, as on the last day of the Previous financial year: b)the Listed entity which has listed its specified securities on the SME Exchange.

Since your Company is listed in BSE SME platform, the compliance with regard to provisions of Corporate Governance in accordance with Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to your Company.

In terms of provisions of Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015, (hereinafter referred to as Listing Regulations) the Management Discussion and Analysis Report is appended as Annexure-I to this report.

INTERNAL FINANCIAL CONTROLS & THEIR ADEQUACY

The Company has a well-placed, proper and adequate internal control system, which ensures that all assets are safeguarded and protected and that the transactions are authorized, recorded and reported correctly. The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate.

During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls. The Board of Directors has appointed M/s. V Suresh & Associates, Chartered Accountants as the Internal Auditor of the Company. The Internal Auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions in value terms.

PARTICULARS OF EMPLOYEES:

Your Company has no employee, who is in receipt of remuneration of Rs.8,50,000/- per month or Rs.1,02,00,000/- per annum and hence the Company is not required to give information under Sub Rule 2 and 3 of the Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014.

Further, the Nomination and Remuneration policy forms part of Boards Report has been placed on the website of the Company at www.rithwik.co.in.

Disclosure under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended below.

STATEMENT OF INFORMATION TO BE FURNISHED PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 (‘‘ACT) READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

(i) Ratio of the remuneration of each Executive Director to the median remuneration of the employees of the Company for the Financial Year 2021-22 and the percentage increase in remuneration of each Executive Director during the Financial Year 2021-22:

Name of Director / KMP and Designation	Ratio of remuneration of each Director/ to median remuneration of employees	Percentage increase in Remuneration in the FY 2021-22
RithwikRajshekar Raman,	4.13	NIL
Manging Director
V NiranjanRao,Whole time	14.47	NIL
Director

(ii) The percentage increase in remuneration of Chief Executive Officer, Chief Financial Officer and Company Secretary during the Financial Year 2021-22:

Sr.No Name and Designation	% increase in Remuneration
1 Tippavajjala Suresh Babu, CFO	NIL
2. SubbiahJayapandi, Company Secretary	NIL

(iii) The number of permanent employees on the roll of the Company as on March 31,2022 were 100 and the median remuneration was Rs.24180/-

(iv) Median remuneration of employees has increased by 14.16% for the financial year 2021-22.

(v) The remuneration of Directors, Key Managerial Personnels and other employees is in accordance with the Remuneration Policy of the Company.

STATEMENT CONTAINING THE PARTICULARS OF EMPLOYEES UNDER SECTION 197(12) OF THE ACT, READ WITH RULE 5(2) AND 5(3) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 AS ON MARCH 31, 2021.

A. Top Ten Employees in terms of remuneration drawn

Sr No Name	Age (in years)	Designation	Remunerati on (in Rs)	Qualification	Date of Commencement of Employment	Experience^ n years)	Last Employment held
1 V NiranjanRao	55	Whole Time Director	4225000	Under Graduate	15-09-2010	36	Hanudev Constructions Pvt Ltd
2 T Suresh Babu	49	Chief Financial Officer	2210000	B.Com	03-10-2017	26	RR Industries Ltd
3 S Jayapandi	42	Company Secretary	1335200	CS	03-10-2017	14	RishabhInfopa rkPvt Ltd
4 RithwikRajshekar Raman	27	Managing Director	1250000	B.B.A	03-10-2017	4.5	Nil
5 M Radhakrishnan	39	Electrical Manger	1024875	B.E	01-06-2012	18	RR Industries Ltd
6 G Sridharan	44	HVAC-Manager	1024875	DRAC,	01-06-2012	25	RR Industries Ltd
7 T Ramanan	39	Facility Manager	1024875	B.TECH	01-07-2013	18	RR InfoparkPvt Ltd
8 SaradaPriyadarshi niGiri	38	Accounts Manager	610200	B.Com	01-02-2016	8	GM Kapadia& Co
9 M Prathap	35	Sr.Accountant	567000	B.Com(CS)	10-02-2009	13	Business
10 P Ganapathi	46	Secretarial Executive	540000	M.B.A	03-10-2017	21	IndusInd Bank Ltd

B. Employed throughout the year and were in receipt of remuneration of not less than Rs.1,02,00,000 (Rupees One Crore Two Lakh only) per annum.- NIL

C. Employed for part of the year and were in receipt of remuneration of not less than Rs.8,50,000 (Rupees Eight Lakh Fifty Thousand only) per month.-NIL

Notes:

1. Remuneration includes basic salary, allowances, leave travel allowances, companys contribution to provident fund and superannuation fund, leave encashment, reimbursements, monetary value of perquisites, wherever applicable, target variable pay etc.

2. None of the employees except MrRithwikRajshekar Raman, Managing Director of the Company, hold by himself or along with his/her spouse and dependent children, 2% or more of equity shares of the Company.

3. All appointments are/were contractual in accordance with terms & conditions as per company rules.

4. None of the employee is a relative of any Director of the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT OR TRIBUNAL

There are no significant and material orders passed by the Regulators or Court or Tribunal which would impact the going concern status of the company and its operations in the future. But the Company has preferred an appeal in CIT (A) against the demand of Rs.11,08,050 and Rs.4,81,589 raised by the Assessing officer in the AY 2017-18 and 2018-19 respectively for which the hearing is still pending.

The Company has filed e-proceedings response in NFAC (National Faceless Appeal Centre) for the demand raised for Rs. 11,08,050 on 27.12.2021 and for the demand raised for Rs. 4,31,590 on 15.12.2021.

SHARE CAPITAL

As of March 31, 2022, the authorized share capital of the Company was INR 4 Crores comprising of 40,00,000 equity shares of Rs.10 each, and the paid-up equity share capital as at March 31, 2022 was Rs 3.06 Crores comprising of 30,60,000 equity shares of Rs 10 each.

BOOK CLOSURE AND RECORD DATE

The Register of Members and Share transfer Books of the Company will remain closed from Saturday, September 24, 2022 to Friday, September 30, 2022 (both days inclusive) and the e-voting rights of the shareholders/beneficiary owners shall be reckoned on the equity shares held by them as on September 23, 2022 (Friday), being the Record Date.

AUDITORS & THEIR REPORT

M/s. Kalyanasundaram& Associates, Chartered Accountants, Chennai, was appointed as Statutory Auditors of the Company in the previous AGM held on 24^th September, 2021 for a term of 5 years and will conclude at the 16th Annual General meeting of the Company.

There are no qualifications, reservations or adverse remarks made by M/s. Kalyanasundaram& Associates., Chartered Accountants, the Statutory Auditors of the Company, in their report. The observations made by the Statutory Auditors in their report for the financial period ended 31st March, 2022 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

DETAILS IN RESPECT OF FRAUD REPORTED BY THE AUDITORS

There were no instances of fraud reported by the Auditors.

LISTING

Your Company is listed on SME platform of BSE Ltd. from 11th January, 2018. The Companys code is RITHWIKFMS (540843) and ISIN is INE819Y01015.The following table depicts the price movement for the year 2021-22.

SECRETARIAL AUDIT REPORT

The Company has complied with all applicable Secretarial Standards issued by ICSI. As required by the Act a secretarial Audit Report issued by a Company Secretary in practice (PCS) is annexed with the report and it does not contain any qualification. The Secretarial Audit Report (in Form MR-3) is annexed as Annexure-IIIto this Report.

ANNUAL RETURN

Pursuant to the Notification dated 5^th March 2021 issued by MCA, the mandatory requirement of attaching annexure of the Annual Return in the prescribed form MGT-9 hasbeen omitted.

Accordingly, as per the provisions of the amended Section 92(3)of the Act read with Rule 12 of the Companies (Managementand Administration) Rules, 2014, the Annual Return as of March 31^st, 2022 has been placed on the website of the Companyand can be accessed at www.rithwik.co.in.

MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY

1. Impact of COVID-19 on the business

The COVID-19 pandemic continues to transform the growth of various industries and has impacted on the facility management services market in India. Our Business has almost come back to normal after the 4^th Quarter of FY 21-22. Business should come back completely to normal by end of 2^nd Quarter of FY 22-23.

2. Ability to maintain operations

The Company has taken a conscious decision through balanced, uninterrupted operations and ensuring a safe working environment. After the lifting of Covid Restrictions Your Company workforce has come back to the normal levels. Your Company has made necessary arrangements to ensure that they are safe and comfortable at work.

3. Steps taken to ensure smooth functioning

The Company has put in place strict standard operating procedures for COVID-19 ensuring the following:-

• Thermal Screening of all Employees;

• Sanitizing the premises and vehicles on regular basis;

• Distribution of masks and gloves to our workers;

• Maintenance of social distancing at all work places;

• Enforcing wearing of masks and regular cleaning of hands;

• Regular update of the health of all the Employees and their Families;

• Asking all Employees to have AarogyaSetu App.

• Sanitizers with foot operated machines placed at strategic locations

In addition to above, the Company has implemented the Standard Operating Procedures, which is strictly being followed across all the Units and Workplaces and we have also designated officials responsible for ensuring the compliances to the Guidelines, Rules and Regulations issued by Central as well as State Government on COVID-19 from time to time:

The Company has been regularly conducting awareness programs and vaccination camps for all of its Employees.

All Customers and Vendors of the Company have been communicated about the measures taken by the Company through mails.

4. Estimation of the future impact of COVID-19 on operations:-

As explained above, Covid-19 pandemic have impacted our Companys performance for the financial year 2021-22. After the Covid restrictions were lifted by the State Government and Offices have opened up their operations we expect an increase of revenue about 10 to 15% for the financial year 2022-23.

5. Details of impact of COVID-19 based on certain performance parameters:

• Capital and financial resources and other assets - As per the current assessment, there is no significant impact on the Companys capital and financial resources and other assets of the Company.

• Profitability- We expect an increase in profits by 10 to 15% for the financial year 2022-23.

• Liquidity - The Company has a strong balance sheet and liquidity position.

• Ability to service debt - The Company has adequate financial resources to meet its working capital requirement. The Company has never in the past defaulted on any interest or loan payment and does not see any issue meeting future obligations too.

• Assets - None of the assets of the Company have been impacted or impaired by the COVID-19.

• Internal Financial Controls -The Company has system in place at office locations are well networked. Accordingly, all Internal Financial Controls and reporting systems are working seamlessly without disruption.

• Supply Chain - There has been no impact because we have sufficient labour force.

• Demand - The commercial real estate industry which witnessed a decline in the first 3 Quarters of FY 2021-22 is improving and it is expected a turnaround in leasing spaces by the IT/ITES Companies in FY2022-23.

6. Impact on Contracts/ Agreements:-

Though your Company has not reached the Pre-Covid levels it expects to return back to its pre-covid levels in FY 2022-23.

7. Other relevant material updates: - None

ACKNOWLEDGEMENTS

Your Directors place on record their sincere appreciation for significant contribution made by employees of the Company at each level, through their dedication, hard work and commitment.

The Board places on record its appreciation for the continued co-operation and support extended to the Company by various stakeholders, Banks, Stock Exchanges, NSDL and CDSL. The Board wishes to express its grateful appreciation for the assistance and co-operation received from Vendors, Customers, Consultants, Banks, Financial Institutions and other Business Associates. The Board deeply acknowledges the trust and confidence placed by the customers of the Company and, above all, the shareholders.