Dear Members,
Your Directors have pleasure in presenting the 31st Annual Report on
the affairs of the Company together with the Audited Financial Statements for the
financial year ended 31st March, 2023 ("year under review").
1) FINANCIAL RESULTS/SUMMARY
The Financials Results of the Company for the year April 01,2022 to
March 31,2023 are given below:
( Rs. In Lac.)
| PARTICULARS |
2022-23 |
2021-22 |
|
Standalone |
Consolidated |
Standalone |
Consolidated |
| Revenue from Operations |
8426.34 |
8895.42 |
7294.46 |
7668.30 |
| Other Income |
338.88 |
338.01 |
370.79 |
373.55 |
| Total Revenue |
8796.22 |
9233.43 |
7665.25 |
8041.85 |
| Less: Expenses |
7231.28 |
7617.34 |
6390.16 |
6503.10 |
| Profit before Exceptional, Extraordinary Items &
Taxation |
1564.94 |
1616.09 |
1275.09 |
1538.75 |
| Extraordinary Items |
- |
- |
- |
- |
| Profit Before Tax |
1564.94 |
1616.09 |
1275.09 |
1538.75 |
| Less: Current tax |
346.96 |
367.37 |
347.50 |
378.83 |
| Less: Tax of Earlier year |
-16.17 |
-15.88 |
-193.40 |
-193.34 |
| Deferred Tax (Liability)/ Asset |
68.39 |
62.37 |
-135.58 |
-136.29 |
| Profit (Loss) for the year |
1165.76 |
1202.23 |
1256.57 |
1489.55 |
The financial statements for the year ended 31st March 2023 have been
prepared in accordance with the accounting principles generally accepted in India,
including the Indian Accounting Standards (Ind AS) specified under section 133 of the
Companies Act, 2013, as amended ("the Act") read with the Companies (Indian
Accounting Standards) Rules, 2015.
2) PERFORMANCE REVIEW AND STATE OF COMPANY AFFAIRS
Your Company is primarily engaged in the business of providing all kind
of consultancy services related with infrastructure, environment, urban designing, urban
housing planning, GIS, BIM & Project Management, civil designing, construction
management including civil, mechanical, electrical, and all other types of erection,
commissioning projects, project trading and execution of projects on turnkey basis and
carry out engineering, procurement and construction contracts and turnkey contracts
including at design services for all types of building, infrastructure and urban
development projects for private and government agencies. The Company also provides End to
End Consultancy including Marketing and Strategic Advisory Services to its Clients in
India and outside India.
For F.Y 2022-23, your company recorded a consolidated revenue of INR
9233.43 lac as compared to INR 8041.85 million in the previous year and standalone revenue
of INR 8796.22 lac as compared to INR 7665.25 lac in the previous year, which in terms of
growth is 14.81% and 12.85% at consolidated and standalone levels respectively, over
previous year.
The Company is in the midst of expansion and your Directors are of a
strong belief that future plans of the Company will improve and will enhance the present
position of growth rate of the Company.
3) SHARE CAPITAL OF THE COMPANY
As on 01st April, 2022, the Authorised Share Capital of the Company was
Rs. 20,00,00,000/- (Rupees Twenty Crores only) divided into 200,00,000 (Two Crores) Equity
Shares of Rs. 10/- (Ten) each and the Paid-up Share Capital of the Company was Rs. 17,34,
25,000/- (Rupees Seventeen Crores Thirty four lac Twenty five thousand only only) divided
into 173,42,500 (One Crore Seventy three lakhs forty two thousand five hundred only)
Equity Shares of Rs. 10/- (Ten)each.
After the end of the financial year on March 31, 2023, the Company has
allotted 780000 fully Convertible Warrants ("warrants) of face value Rs.10/- each,
aggregating up to Rs.78,00,000 at an issue price of Rs.225/- per warrant to the persons
belonging to the promoter, promoter Group and Public on dated 14th July 2023.
4) DETAILS OF SUBSIDIARY COMPANY/JOINT VENTURE COM- PANY/ AND AUDITED
FINANCIAL STATEMENTS OF THE COMPANY
In accordance with Section 129(3) of the Companies Act, 2013, we have
prepared the consolidated financial statements of the Company, which form part of this
Annual Report. Further, a statement containing the salient features of the financial
statements of our subsidiaries in the prescribed format AOC-1 is appended as
"Annexure-1" to the Boards report. The statement also provides details of the
performance and financial position of the subsidiaries. Company has One (01) wholly owned
Subsidiary Companies as on March 31,2023.
| CIN/ Regn No |
Name of Companies |
Relationship |
% of Holding |
| U72900DL2012PTC245563 |
Rudrabhishek Infosystem Private Limited |
Wholly Owned Subsidiary |
100 |
5) TRANSFER TO RESERVES
The Company has not transferred any amount to general reserves.
6) DIVIDEND
In order to conserve the resources of the Company your Board has not
recommended any dividend for the year ended 202223 under review and has transferred the
entire amount of profit to General Reserves.
7) LISTING ON STOCK EXCHNAGE
The Company is listed on National Stock Exchange of India Limited. The
listing fee for the financial year 2023-24 has been paid to the concerned Stock Exchange.
8) REGISTRAR AND TRANSFER AGENT OF THE COMPANY
M/s Skyline Financial Services Private Limited having its office at
D-153 A, 1st Floor, Okhla Industrial Area, Phase - I, New Delhi-110020 was appointed as
Registrar and share transfer agent for the financial year 2022-23.
9) WEBSITE OF COMPANY:
As per Regulation 46 of SEBI (Listing Obligation and Disclosure
Requirements) Regulations 2015 the Company has maintained a functional website namely
"www.repl.global" containing basic information about the Company. The website of
the Company is containing information like Policies, Shareholding Pattern, Financial and
information of the designated officials of the Company who are responsible for assisting
and handling investor grievances for the benefit of all stakeholders of the Company etc.
10) CHANGE IN THE NATURE OF BUSINESS & MATERIAL CHANGES BETWEEN THE
END OF FINANCIAL YEAR AND DATE OF THE BOARD REPORT
There were no change in the nature of business & material changes
from the end of financial year to date of the board report.
11) PUBLIC DEPOSITS
During the year under review, your Company has neither accepted any
deposit nor there were any amounts outstanding at the beginning of the year which were
classified as Deposits as per the provisions of Section 73 of the Companies Act, 2013 read
with the Companies (Acceptance of Deposits) Rules, 2014.
Further, there were no remaining unclaimed deposits as on 31st March,
2023.
12) ADEQUACY OF INTERNAL FINANCIAL CONTROL
Your Company has an Internal Control System, commensurate with the
size, scale and complexity of its operations. In this regard, the Board has also adopted
such policies and procedures including Internal Control System for ensuring orderly and
efficient conduct of its business, including adherence to the Companys policies,
safeguarding of its assets, prevention and detection of frauds and errors, accuracy and
completeness of the accounting records, and the timely preparation of reliable financial
disclosures. The Companys business processes have a strong monitoring and reporting
process resulting in financial discipline and accountability.
13) COMPOSITION OF BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL
(KMP) AND CHANGES AMONG THEM DURING THE YEAR UNDER REVIEW
Directors:
As on 31st March, 2023, following were on the Board of the Company:
| S. No. Name of Director(s) |
DIN |
Designation |
| 1. Mr. Pradeep Misra |
01386739 |
Chairman & Managing Director |
| 2. Ms. Richa Misra |
00405282 |
Whole-time Director |
| 3. Mr. Prajjwal Misra |
08494018 |
Non-Executive Director |
| 4. Mr. Vinod Tiku |
01717666 |
Independent Director |
| 5. Mr. Tarun jain |
07940978 |
Independent Director |
| 6. Mr. Himanshu Garg |
08010105 |
Independent Director |
In accordance with the provisions of the Articles of Association and
Section 152 of the Companies Act, 2013, Mr. Prajjwal Mis- ra, retires by rotation at the
ensuing annual general meeting. He, being eligible, has offered himself for re-appointment
as such and seeks re-appointment. The Board of Directors recommends his re-appointment on
the Board.
Accordingly, Members approval is being sought at the ensuing 31st AGM
for his re-appointment.
During the year under review, the Non-Executive Directors (NEDs) of the
Company had no pecuniary relationship or transactions with the Company, other than sitting
fees, received by them.
There being no other change apart from mentioned above from the end of
financial year to the date of notice.
Key Managerial Personnel:
There was no change in the KMPs of the Company during the year under
review and from the end of financial year to the date of notice.
14) NUMBER OF MEETINGS OF THE BOARD
During the year 2022-23, the Board of Directors met 05 times. The
details of the number of meetings of the Board of Directors held during FY 2022-23 have
been provided in detailed in the Corporate Governance Section of the Annual Report
The Company has complied with the Secretarial Standards issued by the
Institute of Company Secretaries of India on Board Meetings and General Meeting.
15) GENERAL MEETING OF COMPANY
30th Annual General Meeting (AGM) of Company for F.Y 202122 was held on
29th September 2022.
For further details please refer to the Corporate Governance Report,
which forms part of the Annual Report.
16) COMMITTEES OF THE BOARD
Currently the Company has Five Committee: Audit Committee, Nomination
and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social
Responsibility Committee, Independent Directors Committee.
Details of the composition, terms of reference, attendance and number
of meetings held for respective committees are given in the Report on Corporate
Governance, which forms part of the Annual Report.
17) CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Companys commitment to create significant and sustainable societal
value is manifest in its Corporate Social Responsibility (CSR) initiatives and its
sustainability priorities are deeply intertwined with its business imperatives. The
Companys focus areas are concentrated on education. In accordance with Section 135 of the
Act, as amended read with Notification issued by the Ministry of Corporate Affairs (MCA)
dated 22nd January, 2021 and the rules made thereunder, the Company has formulated a
Corporate Social Responsibility Policy, a brief outline of which, along with the required
disclosures, is given in Annexure-2, which is annexed hereto and forms a part of the
Boards Report.
The Company has set up the Pradeep Richa Educare Foundation to carry
out CSR activities. During the year 2022-23, the Company has undertaken the CSR
initiatives in the fields of promoting education. The CSR activities fall within the
purview of Schedule VII of the Act read with the Companies (Corporate Social
Responsibility Policy) Rules, 2014.
The detail of the CSR Policy is also posted on the Companys website
and may be accessed at the link: https://www.repl. global/csr/.
18) ANNUAL RETURN
Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of
the Companies (Management and Administration) Rules, 2014, (as amended), a copy of the
Annual Return in the prescribed format is available at https://www.repl.global/
wp-content/uploads/2023/08/MGT-7_2022-23.pdf
19) REMUNERATION OF DIRECTOR
The details of remuneration paid to Executive Directors of the Company
during the financial year 2022-23 is provided in MGT-7 which can be accessed at
https://www.repl.global/ wp-content/uploads/2023/08/MGT-7_2022-23.pdf
20) AUDITORS
A. STATUTORY AUDITORS
DOOGAR & ASSOCIATES Chartered Accountant were appointed as
statutory auditor of the Company for a term of 05(five) Consecutive years, at the Annual
General Meeting held on 28th September 2020. The auditors have confirmed that they are not
disqualified from continuing as Auditor of the Company.
The Report given by M/s. Doogar & Associates, Chartered Accountants
on the financial statement of the Company for the year 2022-23 is part of the Annual
Report. The Notes on financial statement referred to in the Auditors Report are
self-explanatory and do not call for any further comments. The Auditors Report does not
contain any qualification, reservation, adverse remark or disclaimer. During the year
under review, the Auditors had not reported any matter under Section 143 (12) of the Act,
therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.
Further, the requirement of seeking ratification of appointment of
statutory auditors by members at every Annual General Meeting has been done away with vide
Companies (Amendment) Act, 2018 notified wef May 7, 2020, issued by Ministry of Corporate
Affairs.
B. SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company has appointed M/s Pradeep Debnath &Company, a firm of Company Secretaries in
Practice, to conduct Secretarial Audit of the Company. The Secretarial Audit Report is
self-explanatory and do not call for any further comments. The Secretarial Audit Report
does not contain any qualification, reservation, adverse remark or disclaimer. During the
year under review, the Secretarial Auditors had not reported any matter under Section 143
(12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca)
of the Act.
During the Financial Year, your Company has complied with applicable
Secretarial Standards i.e. SS-1 and SS- 2, relating to "Meetings of the Board of
Directors" and "General Meetings", respectively.
The Report of the Secretarial Audit in Form MR-3 for the financial year
ended March 31, 2023 is enclosed as Annexure- 3 to this Report.
C. INTERNAL AUDITORS
In accordance with the provisions of Section 138 of the Companies Act,
2013 and Rules framed there under, your Company has appointed M/s. Sanjeev Neeru &
Associates, Chartered Accountants, as the Internal Auditors of the Company for Financial
year 2022-23 and takes their suggestions and recommendations to improve and strengthen the
internal control systems.
21) COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with all the applicable Secretarial Standards
in the Financial Year 2022-23.
22) DISCLOSURE OF FRAUDS AGAINST THE COMPANY
In terms of the provisions of section 134(3)(ca) of the Companies Act,
2013, there were no fraud committed against the Company which are reportable frauds under
Section 141 of Companies Act, 2013 given by the Auditors to the Central Government as well
as non-reportable frauds during the year 2022-23.
23) CORPORATE GOVERNANCE REPORT, MANAGEMENT DISCUSSION & ANALYSIS
AND OTHER INFORMATION REQUIRED UNDER THE COMPANIES ACT, 2013 AND SEBI (LISTING OBLIGATIONS
AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015
Statutory compliances evidencing the standards expected from a listed
entity have been duly observed and a Report on Corporate Governance as well as the
Certificate from Secretarial Auditors confirming compliance with the requirements of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the
Integrated Annual Report.
However, Management Discussion and Analysis Report and CEO/CFO
certificate as required under Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (Regulations) is attached and form part of
the Annual Report.
24) DECLARATION BY INDEPENDENT DIRECTORS
In terms of Section 149 of the Companies Act, 2013 and rules made there
under, the Company has three Independent Directors in line with the Companies Act, 2013.
The terms and conditions of appointment of Independent Directors and Code for Independent
Director are incorporated on the website of the Company at www.repl.global. The Company
has received necessary declaration from each independent director under Section 149 (7) of
the Companies Act, 2013 that they meet the criteria of independence laid down in Section
149 (6) of the Companies Act, 2013.
25) BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 read with the
Rules issued there under and the Listing Regulations (including any statutory
modification(s) or re-enactment(s) for the time being in force), the process for
evaluation of the annual performance of the Directors/Board/ Committees was carried out
and the same was based on questionnaire and feedback from all the Directors on the Board
as a whole, Committees and on self-evaluation basis.
Directors, who were designated, held separate discussions with each of
the Directors of the Company and obtained their feedback on overall Board effectiveness as
well as each of the other Directors.
Based on the questionnaire and feedback, the performance of every
director was evaluated in the meeting of the Nomination and Remuneration Committee (NRC).
A separate meeting of the Directors ("Annual Independent Directors
meeting") was convened, which reviewed the performance of the Board (as a whole), the
Non-Independent and the Chairman. After convening the Annual Independent meeting, the
collective feedback of each of the Independent Directors was discussed by the Chairman of
the NRC with the Boards Chairman covering performance of the Board as a whole;
performance of the non-independent directors and performance of the Board Chairman.
26) NOMINATION AND REMUNERATION POLICY
The Board has on the recommendation of the Nomination &
Remuneration Committee, formulated criteria for Determining, Qualifications, Positive
Attributes and Independence of a Director and also a Policy for remuneration of Directors,
Key managerial Personnel and senior management. The details of criteria laid down and the
Remuneration Policy is available on the companys website at
http://www.repl.global/investor- zone/policies/.
27) RISK MANAGEMENT POLICY
The Company has laid down the procedures to inform Board Members about
risk assessment and minimization procedures. The Board of Directors of the Company has
also framed risk management policy which is adopted across all the departments of the
Company in an inclusive manner.
The aim of this policy is not to eliminate risks, rather to manage the
risks involved in the Company activities to maximize opportunities and minimize adversity
by considering the following:-
Identification of risk, define ownership with clearly defined roles and
responsibilities;
^ Balance between the cost of managing risk and the anticipated
benefits;
^ Contributing to more efficient use/allocation of capital and
resources;
^ To encourage and promote an pro-active approach towards risk
management;
^ Identifying any unmitigated risks and formulating action plans for
its treatment through regular review.
28) PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE & GUARANTEES GIVEN
Complete details of loan(s) given, investment(s) made & Guarantees
given are provided in the financial statement.
29) PARTULARS OF CONTRACTS OR ARRANGEMENTS RELATED PARTIES
All Related Party Transactions that were entered into during the
financial year were on an arms length basis and were in the ordinary course of business.
Hence, the provisions of Section 188 of the Act are not attracted. Thus, disclosure in
Form AOC-2 is not required. Further, there are no materially significant Related Party
Transactions during the year under review made by the Company with its Promoters,
Directors, Key Managerial Personnel, or other designated persons, which may have a
potential conflict with the interest of the Company at large.
All Related Party Transactions are placed before the Audit Committee
for approval.
The Policy on Related Party Transactions duly approved by the Board of
Directors of the Company is posted on the Companys website and may be accessed at the
link: (http://www.repl. global/investor-zone/policies/).
30) TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND(IEPF)
Members may please note that as per the provisions of Sections 124
& 125 of the Companies Act, 2013 read with Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, dividends that remain
unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend
Account shall be transferred to the Investor Education & Protection Fund.
Details of unclaimed dividends and the due dates on which those are
liable to be transferred to the Investor Education & Protection Fund are given below:
| Year of Dividend |
No. of shareholders who have not
unclaimed |
Unclaimed Amount (Rs.) |
Date of Declaration |
Date of Transfer to unpaid account |
Last date to transfer to IEPF |
| 2017-18 |
8 |
Rs. 15000 |
28.09.2018 |
29.10.2018 |
28.10.2025 |
| 2018-19 |
8 |
Rs. 16500 |
26.09.2019 |
29.10.2019 |
28.10.2026 |
| 2019-20 |
2 |
Rs. 1500 |
28.09.2020 |
29.10.2020 |
28.10.2027 |
| 2020-21 |
68 |
Rs.10950.60 |
29.09.2021 |
29.10.2021 |
28.10.2028 |
| 2021-22 |
Dividend Not Declared |
|
|
|
|
31) INSIDER TRADING REGULATIONS
Based on the requirements under SEBI (Prohibition of Insider Trading)
Regulations, 1992 read with SEBI (Prohibition of Insider Trading) Regulations, 2015, as
amended from time to time, the code of conduct for prevention of insider trading and the
Code for Corporate Disclosures ("Code"), as approved by the Board from time to
time, are in force by the Company.
32) SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS OR
TRIBUNALS
During the period under review, there were no significant and material
orders passed by the Regulators, Courts or Tribunals impacting the going concern status
and Companys operations in future.
33) DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to section 134(5) of the Companies Act, 2013 the Board of
Directors of the Company to the best of our knowledge and belief and according to the
information and explanations obtained by us, we Directors make the following statements in
terms of Section 134(3)(c) of the Companies Act, 2013 state that:
a) that in the preparation of the annual accounts, the applicable
accounting standards have been followed and that no material departure were made for the
same;
b) that 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 of the Company for the period ended on March 31,2023;
c) that Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of Companies
Act, 2013 for safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities;
d) that the annual financial statements have been prepared on a going
concern basis;
e) that the Company had laid down proper internal financial controls to
be followed by the Company and that such internal financial controls were adequate and
were operating effectively; and
f) that proper system has been devised to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
34) COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A
DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION 178 OF THE COMPANIES
ACT, 2013
The Company upon recommendation of Nomination & Remuneration
Committee has framed a policy for selection and appointment of Directors including
determining qualifications and independence of a Director, Key Managerial Personnel,
Senior Management Personnel and their remuneration as part of its charter and other
matters provided under Section 178(3) of the Companies Act, 2013. The policy covering
these requirements available on website of the company under the heading investor zone at
www.repl.global.
35) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, ADOPTION AND
INNOVATION, FOREIGN EXCHANGE EARNING AND OUTGO
In view of the nature of activities being carried out by the Company,
the disclosure concerning energy conservation measures, technology absorption and Research
& Development efforts are not applicable to the Company.
Further during the year under review, Company has no Foreign exchange
earnings and outgo.
36) HUMAN RESOURCES DEVELOPMENT AND INDUSTRIAL RELATIONS
The Company believes that the development of employees is one of the
most important enablers for an organization. This is being done at both individual and
team levels. Sustained development of its employees, both professional and personal, is
the hallmark of human resource policies. The Company value its Human Resources and is
committed to ensure employee satisfaction, development and growth.
The Company is working towards developing a culture of nurturing
leaders, encouraging creativity and openness. Cordial industrial relations and
improvements in productivity were maintained at all of the Companys Offices during the
year under review.
37) PARTICULARS OF EMPLOYEES
The information required under Section 197 of the Act and the Rule 5(1)
of Companies (Appointment and Remuneration) Rules, 2014 in respect of employees of the
Company.
a. The ratio of the remuneration of each director to the median
remuneration of the employees of the company for the financial year 2022-23:
| S. Name of No. Director |
Designation |
Ratio to Median Remuneration |
| 1. Mr. Pradeep Misra |
Chairman & Managing Director |
43:1 |
| 2. Mrs. Richa Misra |
Whole-time Director |
18:1 |
| 3. Mr. Prajjwal Misra |
Director |
NA |
| 4. Mr. Himanshu Garg |
Independent Director |
NA |
| 5. Mr. Tarun Jain |
Independent Director |
NA |
| 6. Mr. Vinod Tiku |
Independent Director |
NA |
Median Salary (Annual) of employees for the Financial Year 2022-23 is
Rs. 1,96,577/-.
b. The percentage increase in remuneration of each Director, Chief
Executive Officer, Chief Financial Officer, Company Secretary or Manager, if any, in the
financial year 2022-23:
| S. Name of Director |
Designation |
% Increase in remuneration |
| 1. Mr. Pradeep Misra |
Chairman & Managing Director |
0% |
| 2. Mrs. Richa Misra |
Whole-time Director |
0% |
| 3. Mr. Prajjwal Misra |
Director |
0% |
| 4. Mr. Himanshu Garg |
Independent Director |
0% |
| 5. Mr. Tarun Jain |
Independent Director |
0% |
| 6. Mr. Vinod Tiku |
Independent Director |
0% |
| 7. Mr. Vikas Gupta |
Company Secretary & Compliance Officer |
0% |
| 8. Mr. Manoj Kumar |
Chief Financial Officer |
5% |
c. The percentage increase in the median remuneration of employees in
the financial year 2022-23 is 18.92%.
d. The number of permanent employees on the rolls of company as on 31st
March, 2023 are 244
e. Average percentile increase already made in the salaries of
employees other than the managerial personnel in the last financial year and its
comparison with the percentile increase in the managerial remuneration and justification
thereof and point out if there are any exceptional circumstances for increase in the
managerial remuneration.
The average increase in salaries of employees other than managerial
personnel in 2022-23 is 3.5%.
f. The Company hereby affirms that the remuneration is as per the
remuneration policy of the Company
The Companys remuneration policy is driven by the success and
performance of the individual employees and the Company. Through its compensation package,
the Company endeavors to attract, retain, develop and motivate a high performance staff.
The Company follows a compensation mix of fixed pay, benefits and performance based
variable pay. Individual performance pay is determined by business performance and the
performance of the individuals measured through the annual appraisal process. The Company
affirms remuneration is as per the remuneration policy of the Company.
The information required under Section 197 of the Act and the Rule 5(2)
of Companies (Appointment and Remuneration) Rules,2014 in respect of employees of the
Company, is as follows:-
A. Detail of Top ten employees in terms of remuneration drawn during
F.Y 2022-23 are as:
| S. Name of No Employee |
Date of Joining |
Gross Remuneration (in Rs.) |
Qualification |
Age (in years) |
Experience (in years) |
Last Employment |
Designation |
| 1 Prabhakar Kumar |
13/07/2015 |
3519943 |
BA (Geography) + MA (Geography) + M.Plan
(Regional) |
25/11/1978 |
13 Years |
ICT Pvt Ltd |
Assistant Vice PresidentPlanning |
| 2 Ameet Hede |
15/06/2022 |
3497631 |
B.E (Civi), PGD (ACM) |
09/11/1977 |
20 Years |
Reliance Foundation (RFIER) |
Regional Head West |
| 3 Daleep Thusu |
22/11/2021 |
3304815 |
B.Tech (Civil)-1981 |
06/04/1960 |
42 Years |
J&K Projects Construction Corporation Ltd. |
Regional Head-J&K |
| 4 Nilesh Jain |
09/10/2019 |
3011718 |
B.Com and ICWAI |
24/03/1987 |
15 Years |
IM+ Capitals Ltd |
Deputy General Manager- Finance |
| 5 Abhinav Niranjan |
02/11/2015 |
2821800 |
PGD-Management |
01/03/1977 |
19 Years |
Unicon financial Intermediaries Pvt. Ltd. |
AVP-Marketing & Communications |
| 6 Shailendra Chawla |
09/03/2021 |
2498124 |
B.Tech-2008, MBA-2011 |
06/09/1986 |
12 Years |
Sutlej Textile & Industries Ltd |
Head-Finance & Strategy (AGM Grade) |
| 7 Kunal Sawhney |
01/05/2019 |
2203784 |
LLB-2009, LLM-2013 |
05/10/1986 |
11 Years |
Paarth Infra Build Pvt. Ltd. |
Sr. Manager- Legal |
| 8 Dhanendra Thakur |
08/11/2019 |
2193365 |
Master-City Planning-1995, B.E- Civil-1996 |
06/08/1968 |
28 Years |
Intercontinental Consultants & Technocrates Pvt. Ltd. |
Team Leader (General Manager Grade) |
| 9 Manoj Kumar |
14/12/2015 |
1866246 |
M.Com, MBA-2007 |
15/06/1974 |
28 Years |
Earth Infrastructure Ltd. |
Chief Financial Officer |
| 10 Manoj Kumar Maheshwari |
16/08/2021 |
1826400 |
B.E. (CIVIL)-1993 |
03/10/1968 |
28 Years |
ICT PVT.LTD |
Team Leader |
A. Employee in the Company in receipt of remuneration NIL for that year
which, in the aggregate, was not less than one crore and two lakh rupees
B. Employees in the Company who employed throughout NIL the financial
year or part thereof, was in receipt of remuneration for any part of that year, at a rate
which, in the aggregate, was not less than Eight lakh and fifty thousand rupees per month
C. Employee in the Company who employed throughout NIL the financial
year or part thereof, was in receipt of remuneration in that year which, in the aggregate,
or the case may be at a rate in aggregate, or as the case may be,in excess of that drawn
by the managing director or whole-time director or manager and holds by himself or along
with his spouse and dependent children, not less than two percent of the equity shares of
the company.
38) DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT,2013
The Company has in place an Anti-Sexual Harassment Policy in line with
the requirements of Sexual Harassment of Women at the Workplace (Prevention, Prohibition
& Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress
complaints received regarding sexual harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy. However, no complaint was received
during the year under review.
39) KEY FINANCIAL RATIOS
Key Financial Ratios for the financial year ended 31st March 2023, are
provided in the Management Discussion and Analysis Report given in "Annexure - 4,
which is annexed hereto and forms a part of the Boards Report.
40) GREEN INITIATIVE
As a responsible corporate citizen, the Company supports the Green
Initiative undertaken by the Ministry of Corporate Affairs, Government of India, enabling
electronic delivery of documents including the Annual Report etc. to Shareholders at their
e-mail address previously registered with the DPs and RTAs. To support the Green
Initiative, Members who have not registered their email addresses are requested to
register the same with the Companys Registrar and Share Transfer Agent/ Depositories for
receiving all communications, including Annual Report, Notices, Circulars, etc., from the
Company electronically. Pursuant to the MCA Circulars and SEBI Circulars, copies of the
Notice of the 31st AGM and the Annual Report of the Company for the financial year ended
31st March 2023 including therein the Audited Financial Statements for the year 2022-23,
are being sent only by email to the Members
41) ACKNOWLEDGEMENT
Your Directors wishes to place on record its thanks and gratitude to
the shareholders, dealers, customers, Central and State Government Departments,
Organizations, Agencies and other business partners for their continued trust and
co-operation extended by them. Your Directors further takes this opportunity to express
its sincere appreciation for all the efforts put in by the employees of the Company at all
levels in achieving the results and hope that they would continue their sincere and
dedicated endeavor towards attainment of better working results during the current year.
|
For and on behalf of the Board RUDRABHISHEK
ENTERPRISESLIMITED |
|
Pradeep Misra |
|
(Chairman & Managing Director) |
|
DIN: 01386739 |
|
Address: Sadhika Farm Mall Road |
| Place : Noida |
Behind Sec-D III, Vasant Kunj |
| Date : 09/08/2023 |
Park Lane New Delhi -110070 |
+91-9892691696
