Dear Members,
The Board of Directors is delighted to present the 12thAnnual 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).India's 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 3rd 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 31st 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 6th 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 Director's 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 Company's 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 Company's 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 doesn't 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 31st 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 organization's 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 Board's 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 Personnel's 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, company's
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 24th 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
Company's 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 5th 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 31st, 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 4th Quarter of FY 21-22. Business should come back
completely to normal by end of 2nd 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 Company's 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 Company's 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.
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