Dear Members,
Your Directors have pleasure in presenting the 32nd Annual Report
on the affairs of the Company together with the Audited Financial Statements for the
financial year ended 31st March, 2024 ("year under review").
1) FINANCIAL RESULTS/SUMMARY
The Financials Results of the Company for the year April 01, 2023 to
March 31, 2024 are given below:
PARTICULARS |
2023-24 |
2022-23 |
|
Standalone |
Consolidated |
Standalone |
Consolidated |
Revenue from Operations |
9198.74 |
10058.24 |
8426.34 |
8895.42 |
Other Income |
151.37 |
159.14 |
338.88 |
338.01 |
Total Revenue |
9350.11 |
10217.38 |
8796.22 |
9233.43 |
Less: Expenses |
7579.21 |
8321.67 |
7231.23 |
7617.34 |
Profit before Exceptional, Extraordinary Items &
Taxation |
1770.90 |
1895.71 |
1564.94 |
1616.09 |
Extraordinary Items |
- |
- |
- |
- |
Profit Before Tax |
1770.90 |
1895.71 |
1564.94 |
1616.09 |
Less: Current tax |
486.45 |
515.00 |
346.96 |
367.37 |
Less: Tax of Earlier year |
9.34 |
10.38 |
16.17 |
15.88 |
Deferred Tax (Liability) |
17.83 |
14.26 |
68.39 |
62.37 |
Profit (Loss) for the year |
1311.62 |
1405.35 |
1165.76 |
1202.23 |
The financial statements for the year ended 31st March 2024 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
YourCompanyisprimarilyengagedinthebusinessofproviding 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 2023-24, your company recorded a consolidated revenue of
INR 10058.24 Lac as compared to INR 8895.42 Lacs in the previous year and standalone
revenue of INR 9198.74 Lac as compared to INR 8426.34 Lacs in the previous year, which in
terms of growth is 13.07% and 09.16% 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, 2023, 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 lakhs 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.
During the year the Company issued 7,80,000 Convertible Warrants
("warrants??),each carrying a right to subscribe to one ordinary share per
warrant at a price of Rs. 225 per Warrant ( "warrant price??) aggregating
to Rs. 17.55 crores on a preferential basis to promoter, Promoter group and Public
shareholder. An amount equivalent to 25% of the warrant price was paid at the time of
subscription and the balance 75% of the Warrant price shall be payable by the Warrant
holder against each warrant at the time of allotment of Ordinary Shares pursuant to
exercise of the options attached to Warrant(s) to subscribe to Ordinary Share(s). The
warrants can be exercised within 18 months from the date of allotment. The amount of Rs.
4,38,75,000 has been received and is utilized for repayment of working capital. The
Company has utilized amount of Rs. 4,38,75,000 as at March 31, 2024.
4) DETAILS OF SUBSIDIARY COMPANY/JOINT VENTURE COMPANY/ 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 Board?s report. The statement also provides details of
the performance and financial position of the subsidiaries. Company has two (02) wholly
owned Subsidiary Companies and 01 ( one) subsidiary Company as on March 31, 2024.
Cin |
Name Of Companies |
Relationship |
% of Holding |
U72900DL2012PTC245563 |
RUDRABHISHEK INFOSYSTEM PRIVATE LIMITED |
WHOLLY OWNED SUBSIDIARY |
100 |
U74200DL2011PTC212735 |
RUDRABHISHEK ARCHITECTS AND DESIGNERS PRIVATE LIMITED |
WHOLLY OWNED SUBSIDIARY |
100 |
U71100DL2023PTC423317 |
RUDRABHISHEK GEO ENGINEERING PRIVATE LIMITED |
SUBSIDIARY |
51% |
During the FY 2023-24, the following changes have taken place in
subsidiary Companies: Rudrabhishek Enterprises Limited acquired 100% stake in Rudrabhishek
Architects and Designers Private Limited on 07th December 2023.
Rudrabhishek Geo Engineeing Private Limited is a joint Venture of
Rudrabhishek Enterprises Limited and Geo Engineering Company Private Limited incorporated
on 30th November 2023 .
5) TRANSFER TO RESERVES
The Board of Directors have decided to retain the entire amount of
profit for the financial year 2023-24.
6) DIVIDEND
In order to conserve the resources of the Company your Board has not
recommended any dividend for the year ended 2023-24 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 2024-25 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 Del-hi-110020 was appointed
as Registrar and share transfer agent for the financial year 2023-24.
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 offcials 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,
2024.
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 Company?s 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 Company?s business processes have a strong monitoring and reporting
process resulting in finan-cial 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, 2024, 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 |
Appointment / Re-appointment
The Board on the recommendation of NRC and in accordance with
provisions of the Act and SEBI Listing Regulations, has appointed Ms. Shikha Mehra Chawla
(DIN: 10559271) as an Additional and Non-Executive Independent Director on the Board for a
tenure of 5 years from May 20, 2024 to May 19, 2029 (both days inclusive), the Members of
the Company approved the appointment of Ms. Shikha Mehra Chawla on 07th August 2024
through postal ballot .
In accordance with the provisions of Act and the Articles of
Association of the Company Richa Misra, Executive Director (DIN:00405282) is liable to
retire by rotation and this AGM and is eligible for re-appointment.
Key Managerial Personnel:
Mr. Vikas Gupta, Company Secretary was replaced by Mr. Rahas Bihari
Panda w.e.f 10th November 2023.
Besides this there was no change in Key Managerial Personnel.
14) REPL EMPLOYEES STOCK OPTION SCHEME-2021
Pursuant to the approval of Members at the EGM held on March 21, 2021,
the Company adopted REPL ESOP Scheme 2021, in order to retain and incentivize key talent,
for driving long term objectives of the Company and ensuring that employee payo_s match
the long gestation period of certain key initiatives whilst simultaneously fostering
ownership behavior and collaboration amongst employees. The REPL ESOP Scheme 2021 was
implemented for grant of not exceeding 5,20,275 Stock Options in aggregate to entitle the
grantees to acquire, in one or more tranches, not exceeding 5,20,275 Ordinary Shares in
the Company.
During the FY 2023-24, the Company has granted 56,650 stock options out
of total of 5,20,275 on 26th April 2023.
15) NUMBER OF MEETINGS OF THE BOARD
During the year 2023-24, the Board of Directors met 07 times. The
details of the number of meetings of the Board of Directors held during FY 2023-24 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.
16) GENERAL MEETING OF COMPANY
31st Annual General Meeting (AGM) of Company for F.Y 2022-23 was held
on 21st September 2023.
For further details please refer to the Corporate Governance Report,
which forms part of the Annual Report.
17) 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 Company?s 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
Company?s 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 Annexure2??,
which is annexed hereto and forms a part of the Board?s Report.
The Company has set up the Pradeep Richa Educare Foundation to carry
out CSR activities. During the year 2023-24, 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 Company?s
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 www.repl.global
19) REMUNERATION OF DIRECTOR
The details of remuneration paid to Executive Directors of the Company
during the financial year 2023-24 is provided in MGT-7 which can be accessed at
www.repl.global
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 2023-24 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 rati_cation 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, 2024 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 2023-24 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 2023-24.
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 2023-24.
23) CORPORATE GOVERNANCE REPORT, MANAGEMENT DISCUSSION & ANALYSIS
AND OTHER INFORMATION REQUIRED UNDER THE COMPANIES ACT, 2013 AND SEBI (LISTING OBLIGATIONS
AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2016
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 reenactment(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 independent directors ("Annual Independent Directors
meeting") was convened, which reviewed the performance of the Board (as a whole), the
Non-Independent directors and the Chairman. After convening the Annual Independent
director meeting, the collective feedback of each of the Independent Directors was
discussed by the Chairman of the NRC with the Board?s 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 company?s 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 arm?s 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 Company?s 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:
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 at
the end of the financial year and of the profit of the Company for the period ended on
March 31, 2024; 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) COMPANY?S 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
Year of Dividend |
No. of shareholders who have not claimed |
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 |
|
|
|
2022-23 |
|
Dividend Not Declared |
|
|
|
2023-24 |
|
Dividend Not Declared |
|
|
|
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 Company?s 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
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 Company?s 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 2023-24:
S. No. Name of Director |
Designation |
Ratio to Median Remuneration |
1. Mr. Pradeep Misra |
Chairman & Managing Director |
36:1 |
2. Mrs. Richa Misra |
Whole-time Director |
15:1 |
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 2023-24 is
Rs. 2,33,198/-. 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 2023-24:
S. No. 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 (up to Oct-23) |
Company Secretary& Compliance Officer |
0% |
8. Mr. Rahas Bihari Panda (From Nov-2023) |
Company Secretary& Compliance Officer |
12% |
9. Mr. Manoj Kumar |
Chief Financial Officer |
7% |
c. The percentage increase in the median remuneration of employees in
the financial year 2023-24. is 18%. d. The number of permanent employees on the rolls of
company as on 31st March, 2024 are 240 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 2023-24 is 10%. f. The Company hereby afirms that the remuneration is as per
the remuneration policy of the Company
The Company?s 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
afirms 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 2023-24 are as:
S. No Name of Employee |
Date of Joining |
Gross Remunera-tion (in Rs.) |
Qualification |
Age (in years) |
Experience (in years) |
Last Employment |
Designation |
1 Pranay Kumar |
03/04/2023 |
8514747 |
B.Tech-1988, CFA-2010 |
57 |
35 |
Mott MacDonald |
Executive Director |
2 Ameet Hede |
15/06/2022 |
4719805 |
B.E (Civi), PGD (ACM) |
47 |
21 |
Reliance Foundation (RFIER) |
Business Head-Real Estate |
3 Prabhakar Kumar |
13/07/2015 |
4378798 |
BA (Geography) + MA (Geography) + M.Plan (Regional) |
46 |
14 |
ICT Pvt Ltd |
Assistant Vice President- Planning |
4 Abhinav Niranjan |
02/11/2015 |
3954344 |
PGD-Management |
47 |
20 |
Unicon financial Intermediaries Pvt. Ltd. |
VP-Marketing & Communications |
5 Manoj Kumar |
14/12/2015 |
3681888 |
M.Com, MBA-2007 |
50 |
29 |
Earth Infrastructure Ltd. |
Chief Financial Officer |
6 Daleep Thusu |
22/11/2021 |
3420054 |
B.Tech (Civil)-1981 |
64 |
43 |
J&K Projects Construction Corporation Ltd. |
Regional Head- J&K |
7 Nilesh Jain |
09/10/2019 |
2870376 |
B.Com and ICWAI |
37 |
16 |
IM+ Capitals Ltd |
Deputy General Manager-Finance |
8 Kunal Sawhney |
01/05/2019 |
2635841 |
LLB-2009, LLM-2013 |
38 |
12 |
Paarth Infra Build Pvt. Ltd. |
Assistant General - Legal |
9 Dhanendra Thakur |
08/11/2019 |
2350968 |
Master-City Planning-1995, B.E- Civil-1996 |
56 |
29 |
Intercontinental Consultants & Technocrates Pvt. Ltd. |
Team Leader (General Manager Grade) |
10 Deepti Mehta |
14/12/2015 |
2216070 |
BA (Maths), MBA |
40 |
16 Years |
Religare Enter- prises Ltd |
AGM-Human Resources |
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 _fty 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 Board?s 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 Company?s 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 32nd AGM and the Annual Report of the
Company for the financial year ended 31st March 2024 including therein the Audited
Financial Statements for the year 2023-24, 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.