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Rites Ltd. Directors Report
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You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 15951.24 Cr. P/BV 6.13 Book Value (Rs.) 108.35
52 Week High/Low (Rs.) 826/340 FV/ML 10/1 P/E(X) 29.43
Bookclosure 09/02/2024 EPS (Rs.) 22.56 Div Yield (%) 3.09
Year End :2023-03 

The Directors present the 49th Annual Report of RITES Ltd. (the Company or RITES) along with the audited financial statements for the financial year ended March 31, 2023, and Auditors' Report thereon.

FINANCIAL HIGHLIGHTS

The financial performance during the year under review (FY 2022-23) as compared to the previous year is summarized below:

(' In Crore)

Particulars

Standalone

Consolidated

2022-23

2021-22

2022-23

2021-22

Revenue from Operations

2520

2575

2628

2662

Other Income

119

86

102

83

Total Income

2639

2661

2730

2745

Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense

775

738

848

808

Less: Depreciation/Amortisation/Impairment

59

58

67

66

Profit/loss before Finance Costs, Exceptional items and Tax Expense

715

680

781

742

Less: Finance Cost

7

5

7

7

Profit/loss before Exceptional items and Tax Expense

709

675

774

735

Profit/loss before Tax Expense

709

675

774

735

Pre- Acquisition Profit of JV

-

-

-

-

Less: Tax Expense (Current & Deferred)

178

178

203

197

Profit/Loss for the Year(1)

531

497

571

538

Total Comprehensive Income/Loss (2)

6

1

6

1

Total (1 2)

537

498

577

539

Balance of Profit/Loss for earlier years

2159

2082

2354

2240

Less: Transfer to Debenture Redemption Reserve

-

-

-

-

Less: Transfer to Reserve

-

-

-

-

Less: Dividend Paid to Equity Shares

433

421

452

425

Less: Buy Back Expense including taxes

-

-

-

-

Less: Dividend paid on Preference Shares

-

-

-

-

Balance carried Forward

2263

2159

2479

2354

With a well-diversified and resilient business model, RITES has followed a trajectory uniquely rooted in India's growth story. A future-ready and multidisciplinary consultancy organization, RITES is providing customized, diversified, comprehensive, and concept to commissioning services and integrated solutions in the transport infrastructure sector in India and abroad.

The company is uniquely placed in terms of geographical reach and consultancy services in sectors such as railways, highways, airports, ports, ropeways, metros, bridges & tunnels, urban engineering and sustainability, inland waterways, and renewable energy. Equipped with sophisticated software (including for designs) and modern equipment, RITES is also a unique inspection organization with in-house material-testing laboratories with national/international accreditation/certification.

Delivering smart and sustainable solutions with a talent pool of over 2,000 professionals, and the ability to adapt to diverse market needs and foster collaborative relationships, RITES has served clients in more than 55 countries across Asia, Africa, Latin America, South America, and Middle East region.

During the financial year 2022-23, the company recorded consolidated revenue of '2730 crore and achieved highest-ever consultancy revenue. Additionally, our Profit After Tax of '571 crore underscores our ability to navigate market challenges and capitalize on emerging opportunities.

The increased thrust on the expansion & upgrade of transport infrastructure and last-mile connectivity, domestically as well as globally, provides opportunities for technical consultancy and export of rolling stock (indigenously developed and customised offerings), adding credence to the idea of Atmanirbhar Bharat that calls for 'Make in India, Make for the World'. By aligning our growth plans with the Nation's vision, we aim to further strengthen our position, embracing innovation, and fostering sustainable practices.

Infrastructure plays a key role in facilitating and stimulating economic growth by providing better connectivity, enabling within and trans-border movement of people and goods and enhancing productivity and efficiency. The sector is responsible for propelling India's overall development and draws focus from the Government, which has unveiled various initiatives that would ensure time-bound creation of world-class infrastructure.

The company continued to be a leading consultancy organisation providing consultancy, design, engineering and turnkey solutions to its various clients in India and abroad. Under its strategic initiative 'RITES Videsh', the company is tapping on the emerging opportunities (export and consultancy) in Southeast Asia and Africa. In the current year, the company achieved highest-ever revenue in international consultancy as well as highest-ever consultancy revenue, leading to higher standalone profit.

'Transforming to Green, RITES has charted a roadmap to emphasize the integration of infrastructure and green solutions, hasten green growth, and provide smart solutions for shaping tomorrow's mobility. Under a dedicated 'Sustainability Unit', RITES undertakes projects involving advanced sustainable solutions. Also, the company has been embracing and advocating sustainable & cutting-edge solutions that aid in the transition to a circular economy.

RITES' subsidiary REMC Ltd is involved in power management and generation and has a mandate to manage the entire power procurement under open access for Indian Railways, besides handling renewable energy and energy-efficiency projects. During FY 2022-23, REMC Ltd. achieved highest-ever turnover of '117.06 crore and profit before tax of '83.80 crore. It became debt- free during FY 2022-23. During the year, REMC Ltd paid an interim dividend of '26.25 crore ('2.5 per share) and declared final dividend of '31.50 crore ('3 per share), which is highest-ever in a financial year, subject to the approval of shareholders.

SAIL-RITES Bengal Wagon Industry Pvt. Ltd., a joint venture of RITES and SAIL on 50:50 basis, has manufactured 320 BCNAHSM1 wagons and 364 BOXNHL wagons during FY 2022-23. An order has also been received from GATX for supplying 186 BOXNHL wagons and 03 Brake Vans. It had revenue of '222.79 crore with profit after tax of '0.33 crore during FY 2022-23.

RITES' foreign subsidiary RITES (Afrika) (Proprietary) Limited, Botswana, has a proven track record of executing projects in Botswana and has executed projects from concept to commissioning for value ranging up to BWP 520.00 million. RITES (Afrika) (Proprietary) Limited achieved the turnover of BWP 12.62 million ('7.87 crore) and earned a net profit after tax of BWP 1.25 million ('0.78 crore) during FY 2022-23.

CHANGE IN THE NATURE OF BUSINESS

There was no material change in the nature of business of the company during FY 2022-23.

RESERVES

The company has not transferred any amount to the reserves during FY 2022-23.

DIVIDEND

Your company has a consistent track record of dividend payment. For FY 2022-23 also, based on company's performance, the Directors have declared three interim dividends aggregating to '14.5 per equity share. The Directors have also recommended a final dividend of '6.00 per equity share. The total dividend for the financial year 2022-23 is '492.62 crore (i.e.'20.50 per share) which is 205% of paid-up share capital of the company.

The total dividend payout during the year works out to be '432.55 crore which includes '84.11 crore final dividend for financial year 2021-22 and '348.44 crore interim dividend for the financial year 2022-23.

DIVIDEND DISTRIBUTION POLICY

The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations

and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations”) is annexed to this report as Annexure -D and is also available on the Company's website at

https://www.rites.com/Upload/upload/misc/Balancesheet/

Dividend-Distribution-Policy070619.pdf

PRESIDENTIAL DIRECTIVE

During the year, a presidential directive has been issued vide Railway Board letter no. 20-21/PL/57/2 dated 16th Sept 2022 allowing all PSUs to undertake all kind of businesses as deemed suitable/ appropriate by them with a view to maximize their revenue and profit.

DEPOSITS

The company has not accepted any deposits from public during the financial year 2022-23.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION

No material changes or commitments affecting the financial position of the company has occurred during the financial year 2022-23 and after the close of the financial year up to the date of the report.

CAPITAL STRUCTURE

During the FY 2022-23, the paid-up share capital of the company was '240.30 crore as against the Authorized Share Capital of '300

crore. There was no change in paid up and authorized capital of the company during the financial year 2022-23.

CREDIT RATING

During the financial year 2022-23, the company has received a credit rating of IVR AAA/ Stable (IVR Triple A with stable outlook) for Long Term Bank facilities up to an amount of '1265 crore from Infomerics Valuation and Ratings Private Limited.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

The company has complied with the provisions relating to the Investor Education and Protection Fund (IEPF) under the Companies Act, 2013 and the rules made thereunder. Company Secretary is the nodal officer to deal with the IEPF Authorities and compliances related thereto. No amount is due for transfer

to IEPF and details of unclaimed dividend as on March 31, 2023 are available on the company website and has also been disclosed in the Corporate Governance report. Further, the company does not have shares in Demat Suspense Account/ Unclaimed Suspense Account/ Unclaimed dividend and the same has been disclosed in the Corporate Governance report.

MEMORANDUM OF UNDERSTANDING (MoU)

Evaluation of MoU performance for the Year 2021-22 as per DPE parameters is finalized and the company secured a rating of "Very Good” for the year 2021-22.

The company signed Memorandum of Understanding (MoU) with the Ministry of Railways for 2022-23 and its evaluation is under process with DPE.

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

Particulars of loans, guarantees given or investments made along with the purpose for which the loan is proposed to be utilized by the recipients are provided in the standalone financial statement (Please refer to Note 7.1, 8, 16, 17 &.43 (f) (ii) of the standalone financial statement).

board of directors & KEY MANAGERIAL PERSONNEL (kmp) and number of meetings of the board

As on 31st March, 2023, the Company had 10 Directors comprising four Functional Directors and two Government Nominee Directors and four Independent Directors. During the year, 8 meetings of Board of Directors were held as mentioned below:

DIRECTORS & KEY MANAGERIAL PERSONNEL Inductions, Retirements and Resignations

The company has inducted three Functional Directors and two Directors superannuated during the Financial Year 2022-23. Appointment of Directors is done by the Government of India from a pool of professionals in varied fields, with due verification of expertise, integrity and experience.

During the Financial Year 2022-23, Shri Gopi Sureshkumar Varadarajan (DIN: 08241385) ceased to be Director Projects of the company w.e.f. closing of working hours on 31.07.2022 on attaining the age of superannuation. The Ministry of Railways vide its order no. 2021/E(O)II/40/8 dated 23.09.2022 had appointed Shri Arun Kumar Singh as Director Projects of the Company w.e.f. date of his assumption of charge. Shri Arun Kumar Singh assumed the charge of Director (Projects) w.e.f. 26.09.2022.

Shri Anil Vij (DIN: 07145875) has superannuated from the post of Director (Technical) w.e.f. closing of working hours on 28.02.2023. The Ministry of Railways vide its order no. 2018/E(O)II/40/22 dated 16.03.2023 has entrusted additional charge of the post of Director (Technical), RITES to Shri A.K. Chandra, IRSME, PED/ W&D, Railway Board till the appointment of a regular incumbent to the post or until further orders, whichever is earlier.

Ministry of Railways vide its letter no 2021/E(O)Il/40/30 dated March 21, 2023 has appointed Dr. Deepak Tripathi (DIN: 10090267) as Director (Technical) of the Company w.e.f. the date of assumption of charge i.e., 27.03.2023 till the date of his superannuation or until further orders, whichever is earlier. Shri A.K. Chandra (DIN: 10076614) holding additional charge to the post of Director (Technical) of RITES Limited ceases to be Director (Technical) of RITES Limited w.e.f. the date of appointment of Dr. Deepak Tripathi as Director (Technical) of RITES Limited, due to appointment of regular incumbent to the post.

DECLARATION BY INDEPENDENT DIRECTORS

As on 31st March, 2023, two positions of Independent Directors were vacant. During the financial year 2022-23, all independent directors have met the requirements specified u/s 149(6). The declaration as required under section 149(7) of the Companies Act, 2013 has been received from independent directors.

COMMITTEES OF THE BOARD

The Company has Audit Committee, Nomination and Remuneration Committee, Risk Management Committee, Project Investment Committee, CSR Committee and Stakeholders' Relationship Committee of the Board in place. The separate meeting of independent directors was held on May 23, 2022 as per the provisions specified in regulation 25 of SEBI (Listing Obligations and Disclosure Requirements), 2015.

The composition, number and date of meetings of such committees held during the year and scope of the committees are provided in the report of Corporate Governance at Annexure- A.

COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION

As per the provisions of section 197(12) of the Companies Act, 2013 read with rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every listed company is required to disclose the ratio of the remuneration of each Director to the median employee's remuneration and details of employees receiving remuneration exceeding limit as prescribed from time to time in the Director's Report.

However, as per notification dated June 5th, 2015 issued by MCA, Government Companies are exempted from complying with the provisions of Section 197 of Companies Act, 2013. Therefore, such particulars have not been included as a part of Director's Report.

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

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

RETIREMENT OF DIRECTORS BY ROTATION

As per the Companies Act, 2013 the provisions in respect of retirement of Directors by rotation is applicable. In view of this, all the directors, except Independent Directors and Chairman & Managing Director [As per Article 56(h) of the Articles of Association], will be liable to retire by rotation. Accordingly, one-third among all other directors will retire by rotation. Accordingly, Shri Sandeep Jain (DIN:09435375) and Shri Raj Kumar Mangla (DIN:09533985) will retire by rotation and being eligible, offer themselves for reappointment.

directors' responsibility statement under the companies act, 2013

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

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

(b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

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

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

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

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

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

All contracts / arrangements / transactions entered by the Company during the financial year 2022-23 with related parties were in the ordinary course of business and on an arm's length basis.

Your Directors draw attention of the members to Note No.43 to the financial statement which sets our related party disclosures. (The details of contracts entered into with related parties in prescribed format AOC-2 is placed at Annexure -I).

SUBSIDIARIES AND JVs SUBSIDIARIES

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

The company has also one overseas wholly owned subsidiary company namely RITES (Afrika) (Pty) Limited, Botswana, incorporated on 16th January 1991 and is primarily engaged in design and projects consultancy services in Botswana.

JOINT VENTURES

The company also has two joint ventures namely SAIL RITES Bengal Wagon Industry Private Limited (50% stake in JV) and Indian Railway Stations Development Corporation Limited (24% stake in JV) which is under winding up.

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

AUDITORS

The Comptroller & Auditor General of India appointed the following

Statutory Auditor for the FV-9099-93-

M/s Pawan Puri & Associates, Statutory Auditors Chartered Accountants

The Auditors' Report for the financial year 2022-23 does not contain any qualification, reservation or adverse remark. The Report is enclosed with the financial statements in this Annual Report.

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

SECRETARIAL AUDIT REPORT

The Board has appointed Akhil Rohatgi & Co., Practicing Company Secretary to conduct Secretarial Audit for the financial year 202223. The Secretarial Audit Report for the financial year ended March 31, 2023 has been placed at Annexure - III.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark except commenting on present strength of Independent Directors as the number of Independent Directors on the Board was less than half of the total strength of Board, as required under SEBI (LODR) Regulations and DPE Guidelines.

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

COST RECORDS & COST AUDIT

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

FRAUDS REPORTED BY THE AUDITOR

No frauds are reported by the Auditors which fall under the purview of sub section (12) of Section 143 of the Companies Act, 2013

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

RITES has adequate internal control and audit systems for enhancement of efficiency in operations and to ensure compliance with applicable laws, rules and regulations. Company has structured policies and guidelines for optimal delegation of authority for facilitation of business. RITES's internal audit is conducted by experienced professionals and external audit firms. The internal control and audit systems are also reviewed periodically. Corrective and preventive measures, whenever necessary, are taken up from time to time for continuous improvement.

The internal control system has been further strengthened through the following: -

Internal Financial Controls

The Internal Financial Control of the company is analyzed and audited for the compliance of the internal financial control and accordingly the report on the Internal Financial controls under clause (i) of sub-section 3 of Section 143 of the Companies Act, 2013 is prepared and annexed to the Independent Auditor's Report. Based on criteria established by the Company, considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India, an adequate internal financial controls with reference to the Standalone Financial Statements, were established and operating effectively as on March 31,2023.

CORPORATE SOCIAL RESPONSIBILITY & SUSTAINABILITY:

India, being a pioneer in the global arena, took a significant stride by mandating Corporate Social Responsibility (CSR) through an amendment to the Companies Act in April 2014. It is a continuing commitment by businesses to integrate social and environmental concerns in their business operations. CSR is a concept whereby companies integrate social and environmental concerns in their business operations and interactions with their stakeholders.

Corporate Social Responsibility (CSR), is a tool by which an organisation integrates social, environmental, and economic concerns into their values, culture, decision making, strategy and operations in a transparent and accountable manner, thereby establishing better practices to enhance and improve society sustainably for the welfare of all. The CSR activities of the Company should take into account the expectations of stakeholders and should comply with applicable law and be consistent with good business norms and practices. It should act in a way that enhances society and its inhabitants and be held accountable for any action that affects the people, their communities and the environment.

At RITES social responsibility and sustainable development are seamlessly integrated throughout the organisation. RITES recognizes its responsibility toward society and strives to work consistently for its betterment by taking actions to address societal challenges. It applies to a wide variety of company activities, which operate in different social and environmental settings. RITES not only delivers one of the best technological supports in the field of transport & transport infrastructure, but it does it in a transparent sustainable & ethical manner to create a meaningful impact on the beneficiaries.

The Companies Act, which has brought the idea of CSR to the forefront and through its disclose-or-explain mandate, is promoting greater transparency and disclosure. RITES is a staunch advocator of Sustainable Development and is committed to operate in an economically, socially and environmentally sustainable manner that is transparent and ethical. It applies to a wide variety of company

activities, which operate in very different social and environmental settings. In line with these principles, a total amount of '14.10 crore was spent during FY 2022-23 on various CSR initiatives.

RITES has a strong corporate governance process in place to address new industry standards and regulations as they emerge. In line with the Guidelines on CSR issued by DPE and provisions of Section 135 of the Companies Act, 2013, a Board-level committee has been constituted to oversee the implementation of CSR and to assist the Board of Directors to formulate suitable policies & strategies in this regard. As on March 31, 2023, the CSR Committee is headed by Shri Raj Kumar Mangla, Chairperson and comprises Shri Bibhu Prasad Nayak Director Finance and Shri Laxman T. Tapashi, Independent Director, as Members of this Committee.

A report on CSR activities as prescribed under Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 is attached as Annexure II.

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

Although, RITES, which is mainly a consultancy organisation, is not a major consumer of electricity and therefore does not fall under the category of major carbon emitter in the country. But since India is the world's 3rd largest consumer of electricity, during the Paris Agreement's (in the year 2016) Intended Nationally Determined Contributions Targets, India made a commitment of producing 50% of its total electricity from non-fossil fuel sources by 2030. RITES has been continuously working in this direction along with its subsidiary company REMC Ltd in achieving the national goal of energy conservation and accordingly, suggestions are given to our various clients for measures and methods to conserve energy.

I. Steps taken for impact on conservation of energy:

RITES has undertaken a few initiatives like setting-up of solar panels for solar energy at available, selected and suitable locations, turbines for wind energy in the states of Rajasthan, Tamil Nadu and Maharashtra. Further, energy - efficiency measures were initiated like installing energy efficient lighting system (LED) in RITES owned properties (Shikhar, Srijan, Rest House, RPO Buildings), upgrading electrical equipment with star rated equipment etc.

Steps taken by the company for utilizing alternate source of energy:

RITES has taken various steps for harnessing green energy through use of renewable energy sources and to list a few are:

a) Installation of solar panels on roof top

i) on offices at Gurugram (Shikar & Srijan), Rest House at Gurugram.

ii) on the platforms in Sahibabad Railway Station

iii) one of the platforms in Gurugram Railway Station and

b) installed wind power plants (through its subsidiary company REMCL Ltd.) in Rajasthan, Tamil Nadu and Maharashtra for Railways, besides suggesting/ undertaking various energy conservation measures through energy-efficiency studies and their implementation for various clients, RITES Office and various Zonal Railways in the country.

Further, REMC Ltd. (subsidiary company of RITES), has been actively working towards achieving the Net Zero Carbon Emission Goal of Indian Railways by 2030 in harnessing green energy through non-fossil fuel sources-renewable energy resources (mainly Solar & wind).

Measures initiated and in progress

a) Replacement of Outdated equipment (elevators, DG sets, Air-conditioning system) with latest technology (energy efficient).

b) Use of electric vehicles in place of vehicles run on fuel (diesel, petrol, CNG).

c) Use of low capacity DG set to illuminate building during night in case of power failure

d) Regular cleaning of window/Atrium glass that fills the majority of building with natural light.

II. The Capital investment on energy conservation equipment;

During the year, Capital investment on energy conservation equipment is '40.47 lakhs (approx.).

a) Replacement of CFL light fixtures with energy efficient LED light fixtures at Shikhar & Srijan and Guest House at Mumbai at a cost of '31.84 lakh.

b) Installation and commissioning of 8 kWp Solar Panel at Rest house in Gurgaon at a cost of '2.10 lakh.

c) Installation and Commissioning of Brushless DC Fan at Rest House in Gurgaon at a cost of '0.60 lakh.

d) Replacement of Halogen Flood Lights with LED Flood Lights for land scaping in Shikar at a cost of '4.12 lakh.

e) Replacement of 15 HP 3 phase mono-block pumps for water supply and water softener plant at Shikar at a cost of '1.81 lakh.

III. GRIHA 4-star rating

RITES has undertaken construction of office building at Kolkata and Lucknow. The construction of these two buildings are being done with a view of obtaining GRIHA 4 rating, which requires "Resource conservation and efficient utilization of resources”. In addition to above, renewable energy utilization being mandatory, 130 kW solar panels are being planned for the office at Kolkata and 40 kW at Lucknow.

IV. Reduction in use of paper

Use of IT for processing files through E-office, Employee Self Service (ESS) portal for administration purposes, SAP for payments to vendors etc. are in progress, thereby reducing use of paper.

The company has disseminated annual reports in electronic mode to the shareholders who have registered their e-mail address either with the Registrar and share transfer agents or the depositories. The initiative is aimed at minimizing the impact on the planet and supporting carbon neutrality.

RITES endeavors to comply with all applicable environmental laws and regulations and strives to continually strengthen its environmental practices.

TECHNOLOGY ABSORPTION

1. Implementation of Structural Health monitoring System (SHMS) is the latest technological advancement that take cares

the inspection, maintenance, rehabilitation and replacement of bridges in cost-effective manner. SHMS provides more precise, structured, and automated inspection, diagnostic and Maintenance system. SHMS provides quantitative data about the structural behavior (in order to confirm design assumptions), real-time feed-back during construction, post construction analysis, and to evaluate the real time current condition of the bridge. The results/information obtained through SHMS allows authorities/owners to take informed decisions about remaining life of bridges/structures, to plan maintenance or repair actions which inter alia results in increasing the safety of the structure and provides early warning of an acceleration of the known degradations that are being monitored.

Indian Railways has now a days adopted this latest trend of implementing SHMS on almost every important and mega bridge projects. RITES has taken this opportunity to go the deep end of the pool and secured the contract of SHMS of prestigious Br no 39 & 43 of USBRL project (on open tender basis), which is under advance stage of implementation. RITES is also providing the SHMS for prestigious Bogibeel bridge which is one of the most comprehensive monitoring system worldwide covering all aspects of the SHMS.

2. In a place like Ladakh, which is known as dry desert, there is a high scarcity of water, especially where natural water channels are in deficiency. In order to suffice the need of fresh water of people of Leh city, RITES has integrated various engineering techniques to divert a stream carrying fresh water melted from KhardungLa Glacier away from Leh city (towards North) and planned the highway Khardungla tunnel in such a way so that this tunnel could carry the desired fresh water from the diverted stream towards Leh city (towards South) along with the anticipated traffic. The planning of multi-purpose tunnel will suffice the water requirement of the capital city of Ladakh, along with providing alternate road alignment bypassing the high altitude Khardungla pass for traffic, mitigating issues arising from high altitude like icing, avalanche, high snow accumulation on existing road and providing all weather connectivity between Leh and Nubra Valley.

3. While working in remote projects of Ladakh, like 100km long proposed Bazgo Niala Hunder road, which is in totally greenfield, completely inaccessible to any type of movement and no prior information available to any availability of previous trace cuts, RITES had planned its alignment to the greatest level of accuracy utilizing High Resolution Satellite Imagery (HRSI). RITES has carried out topographic survey to act as input for design and planning of the road network in the union territory of Ladakh. The basic objective of the topographic survey is to capture the essential ground features and creating the Digital Terrain Model (DTM) for the planning of road network and optimize the alignment of the proposed tunnels. Using the photogrammetric processing, the high resolution digital elevation model (DEM) and overlay of topographical contours will be produced to portraits the

accurate topographical maps. Since the DTM and contours of 1M was needed to be used for optimization and finalization of tentative alignment of the proposed road network, it was required to be optimized on micro level using the very high ground levels for next level final survey using High resolution Satellite imagery (30 cm - WV3). The area to the extent of several hundred square kilometers covering the alignment has been procured by RITES and DTM/DEM been generated after topographic survey on site for planning of alignment with high accuracy.

FOREIGN EXCHANGE EARNING AND OUTGO

The foreign exchange earned and the foreign exchange outgo in terms of actual inflows/ outflows during the year are as under:

Total foreign exchange earnings during the year under review was '401.74 crore (previous year '1039.17 crore) and foreign exchange outgo was '29.17 crore (previous year '61.52 crore). This resulted in net foreign exchange earnings of '372.56 crore (previous year '977.65 crore).

Environment Protection

RITES strives towards sustainable development and continues to be committed to preserve natural resource and reining in environmental impact. RITES initiatives aim at promoting environment protection, eco-friendly solutions, utilizing cleaner and green energy, investing in renewable energy, ensuring optimal utilization of resources and spreading environment awareness.

Being a consultancy organization, RITES carries out feasibility studies, detailed project reports, environment, and social impact assessment for various infrastructure projects on behalf of its clients. These reports, not only address concerns raised by the stakeholders but also promote sustainable development and suggest mitigation measures for reducing the project impacts. These reports are prepared as per the guidelines / framework stipulated by MoEFCC, ADB/ World Bank/ AFD/ JICA/ EIB/ KFW/ AIIB and other International funding agencies. In addition, RITES' CSR activities are also directed towards sustainable development.

With focus on Sustainable Development, RITES diversified into Solid Waste Management (SWM) and National Clean Air Program (NCAP) projects for cities / Urban Local bodies (ULBs).

RITES has been appointed as the 'Technical Support Unit' (TSU) for solid waste management and used water management works under the Swachh Bharat Mission Urban 2.0 (SBM-Urban 2.0) by the Ministry of Housing & Urban Affairs (MoHUA). RITES is providing technical support to MoHUA for Legacy waste Management, design standardization for Material Recovery Facility, Vendor Development, Efficiency & Optimisation for Garbage Collection & Transport System etc. The TSU will also work on Used Water Management, design standards & specifications for reuse of Used Water & Sludge and preparation of model tender document for procurement.

RITES has been appointed as the Project Management Consultant to provide support and services to Bengaluru Solid Waste

Management Limited (BSWML) and shall work on Institutional Development Plan, Planning and Management of Projects in Design Phase, Operations & Management strategy for the projects in Implementation stage, Procurement & Financing strategy for existing/proposed future projects, Standard Operations Plan & Result dashboarding.

In addition to Client Services, RITES promotes sustainable measures in its own activities. Some of the initiatives and activities highlighting RITES' focus on minimizing Environment impact and promoting sustainable development includes:

AT RITES OFFICE

The RITES office complex Srijan at Sector 44, Gurugram, has been rated as 'GRIHA Gold Standard Building' and RITES Kolkata Office has been awarded the four stars GRIHA Pre-Certification. RITES endeavours to ensure that GRIHA provisions are strictly followed.

Installation of solar panels, LED lighting, sky light etc. at the RITES complex with the focus on efficient use of energy for sustainable development, and to optimize energy usage.

The buildings at RITES office complex in Gurugram have implemented the rainwater harvesting system, sensor based efficient fixtures and sewage treatment plant.

The emissions & waste generated by the Company are within permissible limits. All the buildings/offices comply with environmental regulations.

RITES has been actively working towards a zero-paper office and have adopted e-office file management system, SAP/ERP system, e-procurement to reduce paper use and moderate carbon footprint.

Under RITES CSR Scheme: Installation of solar power plants at Jodhpur Railway Stations, solar lighting system in villages of UP to curb the dependence on shrinking non-renewable resources, in turn, reducing carbon emissions.

AS A CONSULTING ORANIZATION

RITES takes pride in facilitating and promoting non-polluting mode of transports such as metros and ropeways.

As a consultant, RITES recommend to clients Energy Efficient smart fittings, treatment/reuse of waste water, Water Conservation, harnessing solar power, use of Recycled Materials, Fly ash & localised materials, and enhancement of green cover etc.

RITES explores the project alternatives to reduce the environment and social impact and financial viability of projects.

RITES focus's is on having environment-friendly sound engineering practices with minimal ecological disturbance for wildlife sanctuaries, water bodies and protected/reserve forests.

For the affected residential and/or commercial structure adjoining the infrastructure projects, census and socioeconomic survey are conducted and the Land Plan Schedule, along with R&R plans are prepared. Public consultations, plans for suitable compensation etc are done to minimize the negative impact of the development projects.

REMC Ltd., a subsidiary company of RITES, has 26MW windmill in Jaisalmer and has implemented many power procurement agreements under 'open access' policy of the Electricity Act, 2003 resulting in substantial energy savings to Indian Railways. REMC Ltd. also assists Indian Railways in achieving Net Zero carbon emission.

RISK MANAGEMENT

The Company's Risk Management Committee as on 31st March 2023 comprises of Dr. Dineshananda Goswami, Independent Director as Chairperson with members Shri Bibhu Prasad Nayak Director (Finance), Shri Arun Kumar Singh, Director (Projects) and Shri Likha Togu, Independent Director. Shri Pawan Chaudhary, ED (B&A) was designated as the Chief Risk Officer.

The Company follows a consistent and comprehensive risk management strategy at all levels. Each Regional, Sub-Unit and Project Unit head is designated as Risk Mitigation Plan Owner to assess and mitigate risks at operational level. The risk reported and mitigation plans across whole organization are reviewed by Enterprise Risk Management Committee consisting of senior executives of Company, which in turn presents consolidated report of companywide risks assessed with suggestions for risk mitigation to Risk Management Committee of the board for review and approval. During the year, two meetings of Risk Management Committee were held.

Decisions taken on risk mitigation are implemented and reviewed regularly for effectiveness, for which a rigorous system of audits by internal as well as external auditors exists.

Company's Risk Management procedure covers all aspects which may affect its working like, changes in business environment, Government policies, competency requirements, manpower planning, safety of manpower, buildings and other assets, currency risk management, data security, cyber security etc.

VIGILANCE

Vigilance Cell supports Management to mitigate the risk of corrupt and unethical practices in the organization. The vision of Vigilance Cell is to enhance transparency, objectivity, and accountability in diversified processes of the organization. To promote Vigilance objectives, Vigilance Cell carries out Preventive checks, Surprise inspections, Periodic inspections, audits etc. By use of e-governance, implementation of systemic improvements in ongoing processes and by raising red flags in grey areas, Preventive Vigilance reduces/eliminates the scope of corrupt and unethical practices in organization.

Vigilance Cell creates reliable avoidance against corruption by enforcement of anti-corruption laws, rules and regulations. For raising awareness to inculcate ethical practices and zero tolerance

against corruption, Vigilance Cell organizes various lectures, presentations etc. to sensitize employees and other stakeholders of the organization.

Major activities carried out by Vigilance Cell during year 20222023 are following:

1. Vigilance Awareness Week was organized from 31st October to 06th November 2022 under administrative guidance of CVC.

2. During Vigilance Awareness Week following activities were organized:

Vigilance awareness program at Khoda Colony, Ghaziabad (UP).

Quiz competition, Essay writing competition for employees.

Poster making competition for wards of employees.

Lectures were organized to sensitize the employees on various topics like:

(i) D&AR rules and Investigation Procedures.

(ii) Aspects of Vigilance, conducting inquiries and understating the Prevention of Corruption Act.

(iii) Ethics and Integrity.

(iv) Common Irregularities in Civil/electrical works.

(v) Corruption free India for a developed nation.

3. Vendors meet, Inspecting Engineers meet were attended by CVO and VOs at Regional Inspection offices.

4. Visit of CVO and VOs at various Regional Project Offices for raising awareness in employees regarding common irregularities in works/procurements.

5. Surprise and Periodical Inspections.

6. Intensive Examination of works/procurements.

7. Scrutiny of Annual Property returns.

8. Scrutiny of Audit reports.

9. Systemic improvements in various processes.

10. Quarterly Structured Meeting of CVO with Management for review of Vigilance Work or matters by Directors & Chairman & Managing Director.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

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

ANNUAL RETURN

Annual Return as per Section 92 (3) of the Companies Act, 2013 will be available on the website of the Company i.e. https://www. rites.com/AnnualReturn.

SECRETARIAL STANDARDS

Your Company has complied with the provisions of the applicable secretarial standards issued The Institute of Company Secretaries of India (ICSI).

APPLICATION/PROCEEDING PENDING UNDER INSOLVENCY & BANKRUPTCY CODE, 2016

There are no proceedings initiated / pending against your company under the Insolvency and Bankruptcy Code, 2016 which materially impact the business of the company.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis covering division-wise performance, which forms part of the Directors' Report, has been placed at Annexure -B.

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

Your Company is committed to provide safe and secure work environment to its employees which is free from any kind of fear, intimidation, exploitation or harassment. We have adopted robust

frameworks to counter any potential harassment or discrimination against women with policies that cover every aspect of employment. To empower women and protect them against sexual harassment, Committee for Prevention of Sexual Harassment of Women at Workplace as the Govt. guidelines exists in all major locations of the Company. The Company has a dedicated helpline number and e-mail id on which employees can register their complaints for speedy action. POSH Committee is committed to free & fair enquiry as per the laid down procedure. The summary of complaints received during the year:

No. of complaints pending at beginning of the year

1

No. of complaints received during the year

Nil

No. of complaints finalised during the year

1

No. of complaints pending at the end of the year

Nil

WOMEN EMPOWERMENT

As an Equal Opportunity Employer (EOE), Your Company has a gender neutral approach under which women are handling many key and critical roles and contributing immensely towards the business.

During the year, several programs were organized on gender diversity, prevention of sexual harassment at workplace, women empowerment etc. On the occasion of International Women's Day (2023), a bouquet of activities was conducted including various programs on building Leadership Skills among Women Employees.

Ms. Vinita Bakshi, Founder President of Aambra Foundation, Social Entrepreneur & International Speaker on Women Issues was invited for a talk on Women Empowerment & Gender Sensitization which was attended by female staff across the company in large number.

A campaign was also run for Women Employees to share their stories about their Journey in RITES which was published on various social platforms.

Regular Health camps by reputed hospitals were conducted in the office premises especially designed for female employees.

RITES Ltd. has taken all necessary steps to ensure the use and spread of Hindi in official work as per the annual programme issued by Department of Official Language, Ministry of Home Affairs, Government of India and guidelines received from time to time from Railway Board, Ministry of Railways. Some of the important activities are detailed below:

A Discussion programme was held with the Chairman and Managing Director on 29.09.2022 by the Drafting and Evidence SubCommittee of the Committee of Parliament on Official Language. The Second Sub-Committee of the Committee of Parliament on Official Language inspected Inspection Office Mumbai on

17.01.2023. During the discussion programme and inspection meetings, the Vice-Chairman/ Convenor of the Committee and the honorable members appreciated the steps taken to promote the use of Hindi in RITES Limited.

Chairman and Managing Director, RITES Ltd. participated in the meetings of the Hindi Salahkar Samiti chaired by the Hon'ble Minister of Railways, the meetings of the Railway Board's Official Language Implementation Committee chaired by the Chairman and Chief Executive Officer, Railway Board and the meetings of the town Official Language Implementation Committee, Gurugram. Quarterly meetings of RITES Official Language Implementation Committee

under the chairmanship of the Chairman and Managing Director were held regularly. During such meetings various items of the annual programme of the Department of Official Language, Ministry of Home Affairs were discussed and reviewed. This has resulted in gradual increase of Hindi correspondence and notings in the office.

Inspection of various departments of the Corporate Office were carried out. During the inspections, 114 officers and employees were imparted training in Hindi typing. In addition to this, inspection of Inspection Office, Northern Region, Inspection Office, Mumbai and REMCL were also carried out.

To increase the use of Hindi in e-office, a workshop was organized, during which training was also imparted in Hindi noting and drafting. Also, an online meeting cum Hindi workshop was organized for the project and inspection offices under the chairmanship of Mukhya Rajbhasha Adhikari and Chief People Officer. In this workshop, along with other topics, the items related to the questionnaire of the Committee of Parliament on Official Language were discussed.

The company is a member of the Town Official Language Implementation Committee (TOLIC), Gurugram and actively participates in all activities of this committee. Under the aegis of TOLIC, Gurugram, the company organized Rajbhasha Hindi General Knowledge Competition and Noting Drafting Competition. A total of 34 officers and employees from member offices participated in these competitions. Besides, officers and employees of our Company participated in competitions organized by other member offices of TOLIC, Gurugram. They excelled in these competitions, and were awarded with cash prizes and certificates. In the past, RITES has also received Rajbhasha Gaurav Puraskar from the TOLIC, Gurugram for the best implementation of official language. RITES has been selected for Rail Mantri Rajbhasha Chal Vaijayanti (Running Trophy) Award (Base Year-2020) as a model undertaking among Public Sector Undertakings for doing excellent work in Hindi. Apart from this, Shri Dinesh Kumar, Group General Manager/RES, RITES Limited, Corporate Office has been selected by the Railway Board, Ministry of Railways for the Rail Mantri Rajbhasha Rajat Padak for the year 2021-22.

Hindi Pakhwada was celebrated from 14th September to 29th September, 2022 at RITES Corporate Office. On this occasion, CMD/RITES' 'Hindi Divas' message was released. The Chairman and Managing Director inaugurated the Hindi Book Exhibition. Various competitions, literary seminars, Hindi workshops and Kavi Sammelan were organized. The officers and staff participated enthusiastically in various programs organized during the Pakhwada. The CMD felicitated the winners of the competitions. Hindi Pakhwada/Week was celebrated in Regional Project and Inspection Offices also. Cash prizes were given to 65 officers/ employees of Corporate Office and Regional Project/Inspection Offices under various award schemes related to the use and spread of Hindi.

Individual orders were issued under the signature of the Chairman and Managing Director to all officers and employees who have attained proficiency in Hindi, to do their work in Hindi. This inspired the officers and employees to use Hindi in their daily official work.

As a result of the above efforts, the use and spread of Hindi in RITES has got a lot of impetus and we are determined to achieve the set goals.

SCHEDULED CASTE, SCHEDULED TRIBES AND OTHER BACKWARD CLASSES

The Company has adopted the best practices for providing equal opportunities and harmonious environment for advancement of SC, ST, OBC, Minorities and women employees. It has provided reservation in recruitments and promotions to SC/ST communities and in recruitments to OBC/EWS/Divyang candidates. Members of these communities are provided due relaxation in eligibility conditions and application fee while applying for recruitment and qualifying standards in recruitment and promotion as per the Govt of India guidelines. In selection committees for recruitment, due representation is given to SC, ST, OBC, minorities and women members. During the year, 34 employees belonging to EWS/ SC/ST/OBC/ Divyang categories (regular and contract) were inducted. The employees belonging to these communities are given due representation in the elected body of employees (CONCERT).

system certification (iso 9001:2015) & OTHER accreditations

RITES Limited has been certified to Quality Management System (QMS) as per ISO 9000 series of Standards. The system has been documented as per ISO 9001:2015 requirements. Its implementation and controls are carried out through documented manuals and procedures which are monitored at Corporate level as well as at the Vertical/ Regional / Sub-Units/Project Units. QMS involves regular reviews of internal system through Internal audits, Management Review meetings, Customer Feedback, Risk Assessment etc. so as to ensure the compliance to stipulated rules / regulations on a regular basis and therefore, forms a part of the internal control systems. QMS ensures quality service output, quality in its operations/ functions, continual improvement and risk management practices in line & comparable to international norms. ISO 9001:2015 Certificate has been awarded to RITES by M/s. NVTQC under ANAB accreditation.

The activities under QMS during the year 2022-23 are enlisted below:

1. Introductory awareness training session on ISO 9001:2015 for new employees inducted during 2022-23

2. Interaction programme on ISO 9001:2015 for RITES Internal Auditors from all domains

3. Internal audits at Corporate, Regional Offices & Sub-Units and Project Units.

4. Management Review Meetings at Corporate, Regional Offices & Sub-Units and Project Units.

In addition, RITES QA Vertical is also accredited to ISO 17020:2012 Standard by NABCB, (A body under Quality Council of India) to ensure compatibility of its inspection services to international norms. The QA Vertical has material testing laboratories in different regions which are accredited as per ISO 17025.

The QA vertical has recently achieved its accreditation to ISO 17065:2012 to become the first Govt. Certification body for rolling stock.

CORPORATE GOVERNANCE REPORT AND GREEN INITIATIVE

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

In support of the "Green Initiative” measure taken by the Ministry of Corporate Affairs, Government of India, which has enabled electronic delivery of documents, as well as in conformation to the circular issued by the Securities and Exchange Board of India (SEBI) dated November 05, 2011, and as prescribed under the relevant provisions of the Companies Act, 2013 and the Rules made thereunder, RITES Ltd has disseminated Annual Reports in electronic mode to the shareholders who have registered their e-mail addresses either with the Registrar and Share Transfer Agents or with the Depositories. The initiative is aimed at minimising the impact on the planet and supporting carbon neutrality.

RITES Ltd has also adopted several environment-friendly initiatives to realise its endeavour of 'Transforming to Green’. The company continues to adapt and innovate its strategy to reflect its ambition of 'Shaping Tomorrow's Mobility' that is sustainable and connected. Some among them include promotion of mobility solutions that emphasize sustainable performance, decarbonisation and digitally-enabled efficiency; adoption of innovative systems that underpin the transition to a low-carbon future, in line with India's target of achieving net-zero emission by 2070; and development of green transport infrastructure.

It has also been actively involved in CSR activities, including pond rejuvenation, plantation drives, waste management, rainwater harvesting and recycling projects across the country.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

Fulfilment of environmental, social and governance responsibilities is part of RITES' business culture. SEBI, vide its circular dated May 10, 2021, made BRSR mandatory for the top 1,000 listed companies (by market capitalization) from fiscal 2023. In compliance, the BRSR disclosure is integrated into the Annual report and aimed at describing RITES' initiatives in discharging responsibilities from an environmental, social and governance perspective. The BRSR is attached as Annexure - C which forms part of this report.

KNOWLEDGE MANAGEMENT SYSTEM

RITES gives a lot of emphasis on creating and updating a knowledge base to maintain its leadership position in the market place. IT SubUnit of RITES is an enabler which provides technology support to other units and helps them to gain a competitive edge in the

market. In line with Industry, RITES is determined to accelerate its Digitalization journey. RITES has embarked on its journey on creating a "Vault” which will house all the artefacts created as part of consulting assignments. It will be a central repository of all documents that can be easily retrieved for reference in future as well as using for credentials. Digitization of Personal Files has been an ongoing process in RITES. It helps in fast retrieval of information. All these initiatives manifest RITES emphasis on Knowledge Management.

Implementation of SAP and a renewed approach for keeping SAP as single source of truth has helped RITES in standardising its process across all SBUs. The process documents along with training are available online.

RITES is implementing system which will streamline knowledge sharing process. It will be central repository of training materials including videos.

A CV Dashboard has been created which curates the employee CVs with advance search on various parameters. It helps RITES in identifying right person for a particular project.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Being a leading transport infrastructure consultancy and engineering company, RITES is constantly looking to enhance its knowledge capabilities and professional pool by inducting bright, qualified employees into its team every year. In line with this mission, the Human Resource Department of RITES is committed to achieve excellence in talent acquisition, upskilling & training, employee engagement, talent retention, career progression and development of human capital.

The company's progressive HR policies have a purpose-driven approach to being established as an "Equal Opportunity Employer”. Such policies are one of the many reasons there is an ease in employee acquisition, retention and maintenance of a very low attrition rate. The attrition rate during FY 22-23 stood at a mere 1.58 %.

As a part of succession planning and career progression, as well as to keep the employee motivated, a periodic review of cadres is done. The reviews are conducted in a supportive environment, with benchmarks outlined against the business goals of the Company and best practices in the industry. During FY 22-23, the selection process of 340 eligible candidates from across disciplines, levels & regions was conducted, and 234 employees (including both executive & non-executive staff) were promoted.

The company believes in consistently improving its systems and processes to attract, motivate and nurture talent. It focuses on making the workforce agile and Future Ready to align with dynamic industry trends and the infrastructure needs of tomorrow.

IMPLEMENTATION OF RIGHT TO INFORMATION ACT, 2005

RITES has put in place a robust implementation structure with high level of commitment towards transparency amongst the First

Appellate Authority (FAA), Central Public Information Officer (CPIO) & Assistant Central Public Information Officers (ACPIOs) which had profound influence on successful implementation and accomplishing goals & objectives of the Right to Information Act, 2005. By establishing citizens' right to have maximum access to records & documents in all areas, barring a limited regime of exceptions, has thus improved transparency, accountability, good governance and service delivery.

To bring about transparency in RITES, administrative culture, concerted efforts were made through in house awareness and training programmes for officers & staff highlighting the significance and strategic approach with which RITES is pursuing the implementation of the Right to Information Act, 2005. This has helped in a catalytic improvement in implementing the Act, making the goals & objectives achievable with their concerted, creative and decisive actions.

RITES believes on the principle of "maximum disclosure”, the right to access information extends to a broad range of records & documents unless specifically included in the narrowly defined list of exemptions. Therefore, in RITES, there is a fundamental paradigm shift, a presumption of disclosure and transparency supersedes the presumption of secrecy and the effective implementation of the Right to Information Act, 2005, has fostered a new culture of openness.

RITES has been putting sincere efforts in creating informed citizenry & promoting transparency through pro-active disclosures on its website under Section 4(1)(b) of the Right to Information Act, 2005. Categories of information frequently sought, have also been identified, catalogued, and organized in a retrievable user-friendly database. RITES conduct Transparency Audit regularly to ensure compliance of all the stipulated major statutory requirements of Section 4 of the Right to Information Act and compliances for DoPT OM/Circular dated April 15, 2013 for proactive/Suo-Moto disclosures and other provisions of the Right to Information Act.

The provision for submission of RTI applications/First Appeals with payment of application/additional fee online, provided on RITES website, has enabled citizens to file their applications/First Appeals with ease and receive information faster, cutting on the cost of postal dispatch and nullifying the time of postal transit.

The gradual reduction in the number of new applications highlights the effective use of RITES' Website and Social Media platforms for dissemination of information. Efficient & scientific record keeping, ensuring timely and accurate information to the applicants under the provisions of the Act, vocalizes effective containment of First and Second Appeals in compliance with the letter and spirit of the Right to Information Act, 2005.

EXHIBITIONS AND AWARDS

As a part of business strategy, the company encourages participation in specialized trade exhibitions with the objective of displaying its multifarious capabilities and exploring business opportunities in India and abroad. It believes these expositions play an important role in building business linkages and providing exposure to numerous prospective clients, delegations, and ministerial participation. This year, the Company participated in an exhibition on 'Contribution of CPSEs in nation building since Independence - Showcasing their first-in-the-country product/services' from 9th June to 12th June, 2022, in Gandhinagar. The exhibition was organized as part of Azadi Ka Amrit Mahotsav (AKAM) celebrations.

GENERAL

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

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

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

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

4. With respect to statement on deviation or variation as per Regulation 32 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has not received any amount / proceeds from public issue, right issue, preferential issue, etc.

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

ACKNOWLEDGEMENTS

The Board of Directors express gratitude to esteemed Shareholders, the Chairman and Chief Executive Officer, Railway Board, Members and Officers of the Railway Board, for their valuable support, advice and co-operation. The Board of Directors are particularly grateful to the Government of India, Ministries of Railways, Road, Transport and Highways, Commerce, Finance,

External Affairs and Urban Development, Health, DIPAM and other Ministries, Regulators, Indian Embassies and Missions abroad, Foreign Mission and Embassies in India, Exim Bank and other Bankers of the company,

Comptroller & Auditor General and Statutory & Internal Auditors, Stock Exchanges and RTA, for their valuable support and guidance to the Company. Your continued support and unstinted confidence inspire us in all our endeavours for excellence.

The Board of directors are proud of the tireless efforts by the RITES team of officers and staff for delivering this performance and their valuable contribution in the journey and taking the company to newer heights. Powered by the talent of our people and vesting reaffirmed faith in the resilience of our business model, we look forward to overcoming any challenges that may lie ahead.

The Board of Directors are indebted to our loyal clients for their continuous support and being a source of inspiration for us to constantly strive to achieve higher standards of performance.

For and on behalf of Board of Directors

(Rahul Mithal)

Chairman & Managing Director & Place: Gurugram Chief Executive Officer

Dated: 28.07.2023 DIN: 07610499


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