Directors Report of Risa International Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting the 30th Annual Report of 2024 of the Companytogether with the Audited Financial Statements for the financial year ended 31st March, 2024.

1.	COMPANY’S FINANCIAL HIGHLIGHTS:		(Rs. in Lacs)
	Particulars	2023-24	2022-23
	Total Income	0.00	0.00
	Total Expenditure	1477.24	32.16
	Profit/loss before exceptional and extraordinary items and tax	(1477.24)	(32.16)
	Add: Exceptional Items	0.00	0.00
	Profit Before Tax	(1477.24)	(32.16)
	Tax	0.00	0.00
	Net Profit / (Loss) after Tax	(1477.24)	(32.16)

2. OPERATIONS

No income during the financial year of the Company. Total expenditure of the company in the FY 2023-24 is Rs. 1477.24 lacs as compared to Rs. 32.16 lacs in the FY 2022-23. Company faced loss of Rs. 1477.24 lacs in the FY 2023-24 as compared to loss of Rs 32.16 lacs for the previous FY 2022-2023.

3. DIVIDEND

Your directors do not recommend any dividend during the year under review.

4. TRANSFER TO RESERVES

No amount is proposed to be transferred to reserves during the Financial Year 2023-2024.

5. SHARE CAPITAL

As on 31 March 2024, paid-up share capital of the company stood at Rs.31,90,00,500 consisting of 15,95,00,250 equity shares of face value of Rs.2/- each fully paid-up.

6. MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR

No material changes or commitments affecting the financial position of the Company have occurred between the end of the financial year to which financial statements in this report relate and the date of this report.

7. DEPOSIT

The company has not accepted any public deposits under the provisions of the Companies Act, 2013 (''Act'').

8. SUBSIDIARIES / JOINT VENTURE / ASSOCIATE COMPANY

The management is in the process of winding up of its wholly owned subsidiary i.e. Risa Universal Ltd., (Hong Kong). Since there were no operations during the year under review in the said Subsidiary Company, Consolidated Balance Sheet has not been prepared and hence, a statement containing the salient features of the financial statements and related information of the subsidiaries i.e. Form AOC-1 annexed as "Annexure-A" is carrying NILdetails which forms part of this Annual Report. Further, the Company don''t have any associate and joint venture company.

9. RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the financial year were on an arm''s length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act and the Listing Regulations. There were no materially significant Related Party Transactions made by the Company with Promoters, Directors, Key Managerial Personnel which may have a potential conflict with the interest of the Company at large. Hence there does not exists any details to be mentioned in Form AOC-2 which is attached as "Annoxure -B".

All Related Party Transactions are placed before the Audit Committee for approval. The Company has adopted a Related Party Transactions Policy. The policy as approved by the board is uploaded on the Company''s website at https://risainternational.in/Reports/Policies/ Related%20Partv%20Policv.pdf.

10. SECRETARIAL STANDARDS OF ICSI

The company has complied with the requirements prescribed under the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).

11. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the company during the year.

12. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The company has not given any loans or guarantees or made any investments in contravention of the provisions of the Section 186 of the Companies Act, 2013. The details of the loans and guarantees given and investments made by the Company are provided in the notes to the financial statements.

13. STATE OF AFFAIRS OF THE COMPANY

The Company is driven by passionate promoters from the industry engaged in trading of textile, iron and steel and into realty business. Your directors carry out the operations with active care and precaution thereby enhancing stakeholder''s values.

14. EXTRACT OF ANNUAL RETURN

In accordance with the requirements of Section 92 (3) read with Section 134(3)(a) of the Companies Act, 2013 the Annual Return as on 31st March, 2024 is available on the Company''s website https://risainternational.in/Reports/annualReturn.

15. CORPORATE SOCIAL RESPONSIBILITY

The provisions of section 135 of the Companies Act,2013 are not applicable to the company.

16. CORPORATE GOVERNANCE

Your Directors affirm their commitment to good Corporate Governance practices. The report on Corporate Governance as per the requirement of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, together with a certificate from a Practicing Company Secretary and declaration by the Managing Directorform part of this report.

17. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this report Aennexed as "Annexure-C"

18. RISK MANAGEMENT POLICY

The Board of Directors have adopted a risk management policy for the Company which provides for identification, assessment and control of risks which in the opinion of the Board may pose significant loss or threat to the Company. The Management identifies and controls risks through a defined framework in terms of the aforesaid policy.

19. WHISTLE BLOWERPOLICY / VIGIL MECHANISM

There is a Whistle Blower Policy in the Company and no personnel have been denied access to the Chairman of the Audit Committee. The policy provides for adequate safeguards against victimization of persons who use vigil mechanism. The Whistle Blower Policy is posted on the website of the Company https://risainternational.in/Reports/Policies/Whistle-Blower-Policv.pdf.

20. INTERNAL CONTROL SYSTEMS

The internal financial controls of the Company are commensurate with its size, scale and complexity of operations. The company has policies and procedures which inter alia ensure integrity in conducting business, timely preparation of reliable information, accuracy and completeness in maintaining accounting records and prevention and detection of frauds and errors. The Audit Committee actively reviews the adequacy and effectiveness of the internal financial control systems and suggests improvements if any to strengthen the same.

21. ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

During the year, the Company has written off Rs. 1441.26 lakhs receivable from one of the Debtor based on the Order received from Hon’ble National Company Law Tribunal (NCLT), Mumbai Bench, dated 29th August, 2023, wherein the NCLT has dissolved the Debtor under Section 54 of the Insolvency and Bankruptcy Code, 2016 as no assets was available for the purpose of Liquidation.

22. DIRECTOR’S RESPONSIBILITY STATEMENT

In compliance of section 134(5) of the Act, the directors state that:

(i) in the preparation of the annual accounts the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) 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 loss of the company for FY 2023-2024.

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) they have prepared the annual accounts on a going concern basis.

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

(vi) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and are operating effectively.

23. DIRECTORS & KEY MANAGERIAL PERSONNEL

(i) Change in Directorate

a. Mrs. Preeti Doshi, (DIN 07741542) was appointed as a (Non-Executive, Independent) Additional Director on 27th May, 2023. Based on the recommendation of the NRC, her appointment as (Non- Executive, Independent) Director for a term of 5 years is proposed at the ensuing 29TH AGM for the approval of the Members by way of Special resolution.

b. Mrs. Priya Jain has resigned from Directorship w.e.f. 28TH July, 2023.

(ii) Number of meetings of Board of Directors

This information has been furnished under Report on Corporate Governance which forms part of this report.

(iii) Committees of Board

This information has been furnished under Report on Corporate Governance which forms part of this report.

(iv) Meeting of Independent Directors

The Independent Directors of the company at their meeting held on 22nd March, 2024 reviewed the performance of non-independent directors and the Board as a whole including the chairman of the company by taking into consideration views expressed by the executive directors and non-executive directors at various level pertaining to the quality, quantity and timeliness of flow of information between the company, management and the board have expressed their satisfaction.

(v) Declaration from Independent Directors

The independent directors have submitted a declaration of independence, stating that they meet the criteria of independence provided under section 149(6) of the Act, as amended, and regulation 16 of the SEBI Listing Regulations. The independent directors have also confirmed compliance with the provisions of rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended, relating to inclusion of their name in the databank of independent directors.

The Board took on record the declaration and confirmation submitted by the independent directors regarding meeting the prescribed criteria of independence, after undertaking due assessment of the veracity of the same in terms of the requirements of regulation 25 of the SEBI Listing Regulations.

(vi) Policy on Directors’Appointment and Remuneration

The Board has on the recommendation of the Nomination and Remuneration Committee, framed a policy for the selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy and the details pertaining to the remuneration paid during the year are furnished in the Corporate Governance Report which forms part of this report. The policy for appointment of Independent Director and payment to Non-Executive Director is posted on the website of the Company https://risainternational.in/Reports/Policies/Whistle-Blower-Policv.pdf.

(vii) Performance Evaluation

Pursuant to the provisions of the Companies Act, 2013, SEBI Listing Regulations and Circulars and Guidance Notes issued by SEBI in this regard, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and other Committees.

24. STATUTORY AUDITORS AND HIS REPORT

M/s. AMS & Co, Chartered Accountants (Firm Reg. No. 130878W) were appointed as Statutory Auditors of the Company till the conclusion of the 31st Annual General Meeting. As per the provisions of Section 139 of the Act, they have confirmed that they are not disqualified from continuing as Auditors of the Company. The Audit Report of M/s. AMS & Co, Chartered Accountants on the Financial Statements of the Company for the Financial Year 2023-24 forms part of this Annual Report. The report does not contain any qualification, reservation, adverse remark or disclaimer.

25. SECRETARIAL AUDITOR AND HIS REPORT

Pursuant to the provisions of section 204 of the Act, the Board has appointed Mr. Suprabhat Chakraborty, practising company secretary (C.P. No. 15878), to undertake secretarial audit of the Company.

A report from the secretarial auditor in the prescribed Form MR-3 is annexed as "Annexure-D" to this Report. The report contains the following observation.

1. Company is having subsidiary incorporated outside India and as per the requirement of Section 129 of the Companies Act, 2013, Company has not prepared the consolidated financial statement

Management would like to state that Financial Results have been prepared on Standalone basis as during the year there were no operational activity in the wholly owned subsidiaries.

2. Independent directors of the Company have not clear online self-assessment proficiency test as per the Companies (Appointment and Qualification of Directors) Rules, 2014.

Independent Directors are in process to complete online self-assessment proficiency test as per the Companies (Appointment and Qualification of Directors) Rules, 2014

In addition to the above and pursuant to SEBI circular dated 8 February 2019, a report on secretarial compliance by Mr. Suprabhat Chakraborty for FY2022-2023 has been submitted with stock exchange.

26. COST AUDITOR AND COST AUDIT REPORT:

Appointment of Cost Auditor is not applicable to your Company.

27. INTERNALAUDITOR:

M/s Abhishek R Jain & Co., Chartered Accountant (FRN. 148930WN) were appointed as Internal Auditor for the financial year 2023-24. They have submitted their report based on the internal audit conducted during the year under review.

28. CORPORATE WEBSITE:

The Company''s web address is www.risainternational.in. The website contains a complete overview of the Company. The Company''s Annual Report, financial results, details of its business, shareholding pattern, compliance with Corporate Governance, contact information of the designated officials of the Company who are responsible for assisting and handling investor grievances, the distribution schedule, and Code of Conduct are uploaded on the website.

29. SEXUAL HARASSMENT

The Company has adopted a policy in line with the requirements of Prevention of Sexual Harassment of Women at the Workplace. No complaint was received during the year under the said policy.

30. PARTICULAR OF EMPLOYEES

Considering the provisions of Section 197(12) of the Act read with the relevant rules and having referred to provisions of the First Proviso to Section 136(1) of the Act, the Annual Report is being sent to the members of the Company, excluding details of particulars of employees and related disclosures. The said information/ details is available for inspection at the Registered Office of the Company during working hours, on any working day. Any member interested in obtaining this information may write to the Company Secretary and this information would be provided on request.

31. CONSERVATION OF ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as prescribed under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014 are given in "Annexure-E" annexed hereto and forms part of this Report.

32. HEALTH, SAFETYAND ENVIRONMENT

The company considers safety, environment and health as the management responsibility and therefore being constantly aware of its obligation towards maintaining and improving the environment across various spheres of its business activities.

33. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS IMPACTING GOING CONCERN STATUS AND COMPANY’S STATUS IN FUTURE

During year no significant and material orders were passed by any regulator or court or tribunal impacting the going concern status and Company''s operations in future.

34. ACKNOWLEDGEMENTS

Your Directors place on record their appreciation for the continued co-operation and support extended to the company by the bankers, media professionals, customers and regulatory authorities. Your Directors also place on record sincere appreciation of the continued hard work put in by employees at all levels.

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Mar 31, 2015

The Directors have pleasure in presenting the 21st Annual Report and the Audited Accounts for the year ended on 31st March 2015.

FINANCIAL HIGHLIGHTS

(Amount in Rupees)

PARTICULARS 2014 -2015 2013-2014

Total Revenue 1,77,32,43,906 1,52,06,49,756 Less : Total Expenditure 1,73,18,34,844 1,46,57,82,410

Profit for the year 4,14,09,062 5,48,67,346

Less: Exceptional Items 1,39,050 33,142

Profit/(Loss) before Tax 4,12,70,012 5,48,34,204

Less : Tax Expenses 1,40,32,610 1,80,86,013

Current Tax 1,40,00,000 1,80,00,000

Deferred Tax 32,610 (5,710)

Short / Excess Provision of Tax - 91723

Profit / (Loss) after Tax expenses 2,72,37,402 3,67,48,191

OPERATIONS

During the financial year under review the company recorded a turnover of 177.32 crores resulting in net profit of Rs. 2.72 crores after tax as compared to Rs. 3.67 crores after tax overall performance of the company was quite notable as compared with the figure of preceding financial year.

DIVIDEND

Your Directors do not recommend any Dividend.

FIXED DEPOSITS

The Company has not accepted any public deposits and, as such, no amount of principal or interest on public deposits was outstanding on the date of Balance Sheet.

DIRECTORS

Mr. Abhinandan Jain retires by rotation and being eligible offers himself for re-appointment.

AUDITORS

M/s. Motilal & Associates, Chartered Accountants, Mumbai bearing Firm Registration Number : 106584W, are proposed to be appointed as Auditors of the company from the conclusion of the ensuing Annual General Meeting till the conclusion of the 25th Annual General Meeting, as required under section 139 (1) of the Companies Act, 2013, company has obtained a written consent from M/s. Motilal & Associates to such appointment and also a Certificate to the effect that their appointment, if made, would be in accordance with section 139 (1) of the Companies Act, 2013 and the rules made there under.

AUDITORS REPORT

The Auditors' Report to the shareholders for the year ended March 31, 2015 does not contain any qualification and therefore do not call for any explanation/comments.

SUBSIDARY COMPANIES

The company has formed three wholly owned subsidiaries viz; i) Risa Universal Limited (Hong Kong) ii) Risa Global Limited (UK), and iii) RISA International F.Z.E.(UAE) and since there were no operations during the year, consolidated balance sheet, requirement has not been presented.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the Section 134(3) (c) and Section 134 (5) of the Companies Act, 2013, the Board of Directors of the Company hereby confirms:

1. That in the preparation of the accounts for the financial year ended 31stMarch, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under review;

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. That the Directors have prepared the accounts for the financial year ended 31stMarch 2015 on a 'going concern' basis.

5. The internal financial controls laid and have been followed by the company and that such controls are adequate and are operating effectively. Such controls means controls and policies and procedures adopted and adherence by the company for orderly and efficient conduct of the business for safeguarding assets, prevention and detection of frauds and errors and maintenance of accounting records and timely preparation of financial statements and review its efficiency.

6. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

PARTICULARS OF EMPLOYEES

As required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of the Employees) Rules 1975, are not applicable since, none of the employee of the company is drawing more than Rs.60,00,000/- p.a. or Rs. 5,00,000/- p.m. for the part of the year, during the year under review.

CONSERVATION OF ENERGY

Particulars with respect to conservation of energy in "Form A" pursuant to Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not given as the Company was not engaged in the activities specified in Schedule to the said Rules.

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

During the year under review there were no material change and commitment affecting the financial position of the Company.

TECHNOLOGY ABSORPTION

The Company was not engaged in any activity relating to production and manufacture. No amount was therefore spent towards technology absorption. Particulars with respect to technology absorption in "Form B" pursuant to the Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988 are

FOREIGN EXCHANGE EARNING AND OUTGO

a) Activities relating to exports, initiatives taken to increase exports; development of new export markets for products and services; and export plans: - NIL

b) Total foreign exchange used and earned:

Foreign Exchange used : - (Rs. 21,357 Last Year) Current Year 89,400

Foreign Exchange earned : - NIL

(Last Year figures NIL)

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement the Report on Corporate Governance and Management Discussion and Analysis are annexed to and from part of this Annual Report.

NUMBER OF MEETINGS OF THE BOARD:

The Board met 6 times during the financial year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and Rules made there under and the Articles of Association of the Company, Mr. Abhinandan Jain, Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible offered himself for re-appointment.

The Companies Act, 2013 provides the appointment of Independent Directors. Pursuant to the provisions of Section 149 (4) of the Companies Act, 2013 provides that every listed company shall have at least one-third of the total number of directors as independent directors. The Board of the Company is in compliance with aforesaid section and had taken necessary steps for Compliance.

As per the Section 149(10) of the Companies Act, 2013 provides that independent director shall hold office for a term of upto five consecutive years on the Board of the Company; and shall be eligible for re- appointment on passing a special resolution by the shareholders of the Company.

Further, according to the Section 149 (11) of the Companies Act, 2013, no independent director shall be eligible for appointment for more than two consecutive terms of five years. Sub-section (13) states that the provisions of retirement by rotation as defined in Sub-sections (6) and (7) of Section 152 of the Act shall not apply to such independent directors.

The Nomination and Remuneration Committee on 14/11/2014 has confirmed and ratified the appointment of Mr. Shital Mutha and Mr. Vipin Shantilal Champawat as Independent Director of the company for a period of five years starting from 14th November, 2014 upto 13th November, 2019 and who are not liable to retire by rotation. On the recommendation of the Nomination and Remuneration Committee, the Board seeks the ratification of the same from the members of the Company.

Further, at the time of appointment of an independent director, the Company issues a formal letter of appointment outlining his/her role, functions, duties and responsibilities as a director.

INDEPENDENT DIRECTORS DECLARATION:

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

The Independent Directors under section 149(6) of the Companies Act, 2013 declared that:

1. They are not a promoter of the Company or its holding, subsidiary or associate company;

2. They are not related to promoters or directors in the company, its holding, subsidiary or associate company.

3. The independent Directors have /had no pecuniary relationship with company, its holding, subsidiary or associate company , or their promoters, or directors, during the two immediately preceding financial years or during the current financial year;

4. None of the relatives of the Independent Director has or had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to two per cent. or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year;

5. Independent Director, neither himself nor any of his relatives-

(i) holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed;

(ii) is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of-

(A) a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or

(B) any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten percent. or more of the gross turnover of such firm;

(iii) Holds together with his relatives two percent. or more of the total voting power of the company; or iv is a Chief Executive or Director, by whatever name called, of any nonprofit organization that receives twenty-five percent. or more of its receipts from the company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two percent. or more of the total voting power of the company;

6. Independent Director possesses such qualifications as may be directed by the Board.

The Company & the Independent Directors shall abide by the provisions specified in Schedule IV of the Companies Act, 2013.

BOARD EVALUATION:

Clause 49 of the Listing Agreement mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors should be done by the entire Board of Directors, excluded the director being evaluated.

The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The Board approved the evaluation results as collated by the Nomination and Remuneration Committee.

PERFORMANCE OF THE BOARD AND COMMITTEES:

During the year under review, the performance of the Board & Committees and Individual Director(s) based on the below parameters was satisfactory:

(i) Most of the Directors attended the Board meeting;

ii) The remunerations if any paid to executive Directors are strictly as per the company and industry policy. iii) The Independent Directors only received sitting fees.

(iv) The Independent Directors contributed a lot in the Board and committee deliberation and business and operation of the company and subsidiaries based on their experience and knowledge and Independent views. (v) The Credit Policy, Loan Policy and compliances were reviewed periodically;

vi) Risk Management Policy was implemented at all critical levels and monitored by the Internal Audit team who places report with the Board and Audit committee.

MEETING OF INDEPENDENT DIRECTORS:

Pursuant of the provision of Section 149 (8) of the Companies Act, 2013 read with Schedule IV and Clause 49 of the Listing Agreement, the Independent Directors of the Company held their meeting on 12th February, 2015, reviewed the performance of non- independent directors and the Board as a whole including the Chairperson of the Company, views expressed by the executive directors and non-executive directors at various level, and quantified the quality, quantity and timeliness of flow of information between the Company, management and the Board and expressed satisfaction.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:

The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board and separate its functions of governance and management. As on 31st March, 2015, the Board consists of 4 members. Out of which two is the Independent Directors, two Promoter directors. The policy of the Company on directors' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Sub section (3) of Section 178 of the Companies Act, 2013, adopted by the Board and are stated in this Board report. We affirm that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the Company.

COMMITTEES OF THE BOARD:

Currently, the Board has Four Committees: 1) Audit Committee, 2) Nomination and Remuneration Committee, 3) Risk Management Committee, 4) Shares Transfer /Investor Grievances Committee. A detailed note on the Board and its Committees is provided under the Corporate Governance Report that forms part of this Annual Report.

NOMINATION AND REMUNERATION COMMITTEE AND STAKEHOLDERS RELATIONSHIP COMMITTEE

Pursuant to the Section 178 of the Companies Act, 2013, the Company has set up a Nomination and Remuneration and Stakeholders Relationship Committee under the Chairmanship of the Independent Director Mr. Shital Mutha.

The Gist of the Policy of the said committee: For Appointment of Independent Director (ID):

a. Any person who is between the age of 25 years and below 75 years eligible to become Independent Director(ID);

b. He has to fulfill the requirements as per section 149 of the Companies Act, 2013 read with Clause 49 of the Listing Agreement;

c. Adhere to the code of conduct as per Schedule IV to the Companies Act, 2013;

d. Strictly adhere to the Insider Trading Regulation of the SEBI and Insider Trading policy of the Company;

e. Independent Director should have adequate knowledge and reasonably able to contribute to the growth of the Company and stakeholders;

f. Independent Director should be able to devote time for the Board and other meetings of the company;

g. Entitled for sitting fees and Reasonable conveyance to attend the meetings; and

h. Able to review the policy, participate in the meeting with all the stakeholders of the company at the Annual General Meeting

RISK MANAGEMENT POLICY

The company has developed Risk Management Policy mainly covering the following areas of concerns

1. License and policy of respective Authority, statutory body all over the Country in connection with Cotton fabrics and yarn trading

2. Adequate policy in connection with foreign exchange, management fluctuations.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company.

Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to Board.

M/s. Dhawan & Co. - Chartered Accountants is the internal Auditor of the Company.

AUDITORS: STATUTORY AUDITORS

At the Annual General Meeting held on August 27, 2014, M/s. Motilal & Associates, Chartered Accountants, were appointed as statutory auditors of the Company to hold office till the conclusion of the Next Annual General Meeting to be held in the calendar year 2015. In this regard, the Company has received a certificate from the auditors to the effect that if they are re-appointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013

SECRETARIAL AUDITOR

P. D. Pandya & Associates Company Secretaries in Practice was appointed to conduct the secretarial audit of the Company for the financial year 2014-15, as required under Section 204 of the Companies Act, 2013 and Rules there under.

The Board has appointed P. D. Pandya & Associates, Company Secretary in Practice, as secretarial auditor of the Company for the financial year 2015-16.

RELATED PARTY TRANSACTIONS/CONTRACTS:

Pursuant to the Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of contract or arrangement entered into by the Company with related parties referred to in Section 188(1) are available in the Note No. 1 (II) (O) to the Standalone financial statements section of the Annual Report.

EXTRACT OF ANNUAL RETURNS

Pursuant to the Section 134(3) (a) of the Companies Act, 2013, the details forming part of the extract of the Annual Return is Form MGT-9 is Annexure-V.

AUDITORS REPORT

The Auditors have not made any qualification to the financial statement. Their reports on relevant notes on accounts are self-explanatory and do not call for any comments under section 134 of the companies Act, 2013.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS/REGULATORS:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation for the contributions made by the employees at all the levels, whose continued commitment and dedication helped the Company to achieve better results. The Directors also wish to thank customers, bankers, and other stakeholders etc. for their continuous support.

By Order of the Board Place: Mumbai Date : 14/08/2015 Abhinandan Jain Arihant Jain

Whole Time Director Executive Director Din No. 03199953 Din No. 03288261

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Mar 31, 2014

The Members,

Risa International Limited

The Directors have pleasure in presenting the 20th Annual Report and the Audited Accounts for the year ended on 31st March 2014.

FINANCIAL HIGHLIGHTS Rs. in Lacs

PARTICULARS 2013-2014 2012-2013

Total Revenue 14,960.42 329.32

Less : Total Expenditure 14,411.75 320.51

Profit for the year 548.67 8.81

Less : Exceptional Items (0.33) 0.63

Profit/(Loss) before Tax 548.34 8.18

Less : Tax Expenses

Current Tax 180.00 5.48

Deferred Tax -0.06 -

Short / Excess Provision of Tax 0.92 -

Profit/ (Loss) after Tax expenses 367.48 2.70

OPERATIONS

During the financial year under review the company recorded a turnover of Rs. 148.38 crores resulting in net profit of Rs. 3.68 crores after tax as compared to Rs. 3.08 crores turnover in preceding financial year and net profit of Rs. 0.027 crores, after tax overall performance of the company was quite notable as compared with the figure of preceding financial year.

DIVIDEND

Board of directors recommends dividend of Rs. 0.50 (5%) per share, amounting to Rs. 1, 86, 60,732 (including Dividend Distribution Tax) subject to the approval of the shareholders at the ensuing Annual General Meeting. The dividend if approved will be paid to those shareholders, whose names appear on Registrar of Members as on 14th August, 2014.

FIXED DEPOSITS

The Company has not accepted any public deposits and, as such, no amount of principal or interest on public deposits was outstanding on the date of Balance Sheet.

DIRECTORS

Mr. Vipin Chamapawat retires by rotation and being eligible offers himself for re-appointment.

AUDITORS

M/s. Motilal & Associates, Chartered Accountants, Mumbai bearing Firm Registration Number : 106584W, are proposed to be appointed as Auditors of the company from the conclusion of the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting, as required under section 139 (1) of the Companies Act, 2013, company has obtained a written consent from M/s. Motilal & Associates to such appointment and also a Certificate to the effect that their appointment, if made, would be in accordance with section 139 (1) of the Companies Act, 2013 and the rules made there under.

AUDITORS REPORT

TThe Auditors'' Report to the shareholders for the year ended March 31, 2014 does not contain any qualification and therefore do not call for any explanation/comments.

SUBSIDARY COMPANIES

During the year under review the company has formed two wholly owned subsidiaries i) Risa Universal Limited (Hong Kong) and ii) Risa Global Limited (UK), and since there were no operations during the year consolidated balance sheet, requirement has not been presented.

DIRECTORS RESPONSIBILITY STATEMENT

As required under section 217(2AA) of the Companies Act, 1956 relating to the Directors Responsibility Statement, it is hereby confirmed that:

a) In the preparation of the Annual Account for the financial year ended 31st March, 2014 the applicable accounting standard have been followed along with proper explanations relating to material departures.

b) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are responsible and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the Profit of the Company for the year ended on that date.

c) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 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.

PARTICULARS OF EMPLOYEES

As required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of the Employees) Rules 1975, are not applicable since, none of the employee of the company is drawing more than ^60,00,000/- p.a. orRs.5,00,000/- p.m. for the part of the year, during the year under review

CONSERVATION OF ENERGY

Particulars with respect to conservation of energy in "Form A" pursuant to Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not given as the Company was not engaged in the activities specified in Schedule to the said Rules.

TECHNOLOGY ABSORPTION

The Company was not engaged in any activity relating to production and manufacture. No amount was therefore spent towards technology absorption. Particulars with respect to technology absorption in "Form B" pursuant to the Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988 are therefore not given.

FOREIGN EXCHANGE EARNING AND OUTGO

a) Activities relating to exports, initiatives taken to increase exports; development of new export markets for products and services; and export plans: - NIL

b) Total foreign exchange used and earned: Foreign Exchange used : -Rs.21,356 Foreign Exchange earned: - NIL

(Last Year figures NIL)

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement the Report on Corporate Governance and Management Discussion and Analysis are annexed to and from part of this Annual Report.

ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation for the contributions made by the employees at all the levels, whose continued commitment and dedication helped the Company to achieve better results. The Directors also wish to thank customers, bankers, and other stakeholders etc. for their continuous support.

By Order of the Board

Date: 30/07/2014 Whole time Director

Place: Mumbai (DIN : 03199953)

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Mar 31, 2013

To, The Members of Risa International Limited

The Directors have pleasure in presenting the 19th Annual Report and the Audited Accounts for the year ended on 31st March 2013.

FINANCIAL HIGHLIGHTS Rs. in Lacs

PARTICULARS 2012-2013 2011-2012

Total Revenue 329.32 -

Less: Total Expenditure 320.51 5.14

Profit for the year 8.81 (5.14)

Less : Exceptional Items 0.63 -

Profit/(Loss) before Tax 8.18 (5.14)

Less : Tax Expenses 5.48 -

Profit / (Loss) after Tax expenses 2.70 (5.14)

PERFORMANCE

During the year under review the profit of the company has been increased to Rs. 8,18,024 as against loss in the previous financial year. Net Profit after Tax for the current year is Rs. 2,70,024 as against loss of Rs. -5,13,748 in the previous year.

DIVIDEND

Directors do not recommend any dividend for the year under review in order to conserve resources.

DIRECTORS

Mr. Shital Mutha retire by rotation and being eligible offers himself for re-appointment and during the year under review, Mr. Arihant Jain was appointed as additional director of the Company by the Board w.e.f. 27thMay, 2013 and Mrs. Teena Shethi has resigned from Directorship with effect from 2nd May, 2013.

FIXED DEPOSITS

The Company did not invite/accept/renew any fixed deposits during the year under review.

PARTICULARS OF EMPLOYEES

As required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of the Employees) Rules 1975, are not applicable since, none of the employee of the company is drawing more than Rs. 60,00,000/- p.a. or Rs. 5,00,000/- p.m. for the part of the year, during the year under review.

ENERGY. TECHNOLOGY AND FOREIGN EXCHANGE

The Company does not have any manufacturing operations and therefore provisions of Section 217(1) (e) of the Companies Act, 1956 relating to conversation of Energy and Technology Absorption are not applicable.

AUDITORS

M/s. Motilal & Associates, Chartered Accountant, Mumbai will retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

AUDITORS REPORT

The observations of the Auditors in their report, read with notes annexed to accounts, are self explanatory and therefore do not call for the any further comment and explanation under section 217(3) of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT

As required under section 217(2AA) of the Companies Act, 1956 relating to the Directors Responsibility Statement, it is hereby confirmed that:

a) In the preparation of the Annual Account for the financial year ended 31st March, 2013 the applicable accounting standard have been followed along with proper explanations relating to material departures.

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are responsible and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the Profit of the Company for the year ended on that date.

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 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.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Clause 49 of the Listing Agreement the Report on Corporate Governance and Management Discussion and Analysis are annexed to and form part of this Annual Report.

ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation for the contributions made by the employees at all the levels, whose continued commitment and dedication helped the Company to achieve better results. The Directors also wish to thank customers, bankers, and other stakeholders etc. for their continuous support.

By Order of the Board For RISA INTERNATIONAL LIMITED

Place : Mumbai

Date : 14.08.2013 Abhinandan Jain

Whole time Director

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Mar 31, 2010

The Directors have pleasure in presenting the 16th Annual Report and the Audited Accounts for the year ended on 31st March 2010.

BUSINESS PERFORMANCE:

Current Year Ended Previous Year 31-03-2010 Ended (Rs.) 31-03-2009

(Rs.)

Gross Income 1,454,419 2,513,565

Total Expenditure 1,651,444 2,976,583

Profit for the Year (197,025) (463,018)

Extra – ordinary items 204,239 --

Deferred Income tax (683,636) --

Loan & Advances W/off (2,078,750) --

Profit / (Loss) after Tax (2,755,172) (465,198)

Profit / (Loss) bought from Previous (53,291,942) (52,826,744) Year

Balance carried to Balance Sheet (56,047,114) (53,291,942)

PERFORMANCE :

The resources of the Company were optimally utilized to maximize the return with minimize risk. The Proactive and Pragmatic approach of the Company has reflected in the results in spite of the difficult and turbulent Economic conditions prevailing in the Country.

DIVIDEND :

Your Directors do not recommend any dividend for the year ended 31st March, 2010 in view to conserve the resources.

DIRECTORS :

Mr. Ajay Vijaykumar Manek, Director of the Company retires by rotation, being eligible, offers himself for re-appointment.

Mr. Satyajit Mishra and Mr. Dhirajlal Chhaganbhai Patel were appointed as additional directors of the Company by the Board w.e.f 6th August, 2010 and the Company has received a notice u/s 257 from a member of the Company for proposing their appointment as directors at the forthcoming Annual General Meeting.

FIXED DEPOSITS :

The Company did not invite/accept/renew any fixed deposits during the year under review.

PARTICULARS OF EMPLOYEES :

The Company has not paid any remuneration pursuant to provisions of section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended vide Notification no. GSR 839 (c) dated 25/10/2000.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE :

As required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 the relevant information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows :

A) CONSERVATION OF ENERGY :

The Company continues its policy of encouraging energy conservation measures. The regular review of energy consumption and the systems installed to control utilization of energy is undertaken.

B) RESEARCH DEVELOPMENT ACTIVITIES :

Continuous efforts are being made to improve reliability and quality through in – house R&D efforts.

C) TECHNOLOGY ABSORPTION :

The Company is equipped with technologies from world leaders

D) FOREIGN EXCHANGE EARNINGS & OUTGO :

There are no foreign exchange and outgo during the year under review.

AUDITORS REPORT :

The observations of the Auditors in their report, read with notes annexed to accounts, are self explanatory and therefore do not call for the any further comment and explanation under section 217(3) of the Companies Act, 1956.

AUDITORS :

M/s. D. J. Shukla & Co., Chartered Accountant, the Auditors retire at the ensuing Annual General Meeting but being eligible offer themselves for reappointed. The Company has received the letter from Auditors to the effect that their appointment if made it would be within the prescribed limits under section 224 (1B) of the Companies Act, 1956. Your Directors recommend reappointment of M/s. D. J. Shukla & Co. as the Auditors of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

As required under section 217(2AA) of the Companies Act, 1956 relating to the Directors Responsibility Statement, it is hereby confirmed that:

1) In the preparation of the Annual Account for the financial year ended 31st March, 2010 the applicable accounting standard have been followed along with proper explanations relating to material departures.

2) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are responsible and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the Profit or Loss of the Company for the year ended on that date.

3) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4) The Directors have prepared the Annual Accounts on a going concern basis.

STATEMENT PURSUANT TO LISTING AGREEMENTS

The company's shares are listed with The Bombay Stock Exchange, Delhi Stock Exchange Assoc. Ltd, and Ahmedabad Stock Exchange Ltd. The Company has paid the respective Annual Listing Fees up to date.

ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation for the contributions made by the employees at all the levels, whose continued commitment and dedication helped the Company to achieve better results. The Directors also wish to thank customers, bankers, etc. for their continuous support. Finally your Directors would like to express their sincere & whole-hearted gratitude to all of you for your faith in us, in your Co-operation & never failing support. By Order of the Board

For Govindji Trikamdas Exports Limited

Sd/-

Ketan V. Manek

Managing Director

Sd/-

Ajay V. Manek

Director