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Directors Report of Rishi Techtex Ltd.
Mar 31, 2025
Your Directors have pleasure in presenting their 41st Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2025.
FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY:
|
Particulars |
2024-25 |
2023-24 |
|
Total Income |
12,592.73 |
11,196.16 |
|
Profit before Tax |
337.66 |
226.60 |
|
Provision for Tax |
107.72 |
91.77 |
|
Profit after Tax |
229.94 |
134.83 |
|
Total Comprehensive Income for the period |
229.94 |
134.83 |
To strengthen the cash flow of the Company, the Directors have not considered and recommended any dividend in the year.
As on March 31, 2025, the reserves and surplus has increased to '' 2,675.35 lakhs as compared to '' 2,445.41 lakhs during the last year. COMPANY''S WORKING DURING THE YEAR:
The company earned total income of '' 12,592.73 lakhs as compared to '' 11,196.16 lakhs earned in the previous year showing increase of 12.47%.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
There have been no material changes and commitments affecting the financial position of the Company which have occurred between March 31, 2025 and the date of this Report, other than those disclosed in this Report. There has been no change in the nature of business of your Company.
Subsequent to the end of the financial year under review, the Company has received the following credit ratings from CRISIL vide letter dated 5th April, 2025.
|
Total Bank Loan Facilities Rated |
'' 34 Crore |
|
Long-Term Rating |
CRISIL BBB-/Stable |
|
Short-Term Rating |
CRISIL A3 |
SIGNIFICANT AND MATERIAL ORDERS:
There have been no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and the Company''s operations in future.
The Members may re-collect that in the Directors Report of financial year 2019-2020, your Directors placed details of litigation with Enforcement Directorate. The Company has denied all the charges and allegations levelled by the Enforcement Directorate (ED). The Company entered a contract with bonafide intent. During the FY 2018-19 although, the Competent Authority in Enforcement Directorate, Cochin Office passed a provisional order attaching the property of the Company situated at Daman (UT); based on Company''s application to the Hon''ble Appellate Tribunal, for Prevention of Money Laundering Act (AT PMLA) New Delhi, The Tribunal has directed that both the parties to maintain a status quo in respect of the said attached property until the next date of hearing.
ADOPTION OF INDIAN ACCOUNTING STANDARD (IND AS):
As mandated by the notification of Ministry of Corporate Affairs, dated 16th February 2015 notifying the Companies (Indian Accounting Standard) Rules, 2015, your Company has implemented Indian Accounting Standards ("IND ASâ) to record financial transactions pursuant to Notification from financial year 2017-2018. During the year 2024-2025; the Company has continued to successfully implement the Ind AS.
SUBSIDIARIES /JOINT VENTURES/ASSOCIATE COMPANIES:
The Company has no subsidiary or joint venture or associate company.
INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Internal Auditor appointed by the Company, conducts an Internal Audit and monitors and evaluates the efficacy and adequacy of internal control system, its compliance with operating systems, accounting procedures and policies of the Company. Internal Audit Findings and recommendations, areas for improvement are reviewed by the Audit Committee. Based on the report of internal auditor; management undertake corrective action in their respective areas and thereby strengthen the controls.
There were no qualifications, reservations or adverse remarks made either by the Statutory Auditors or by the Secretarial Auditor in their respective Reports. The observations made by the Statutory Auditors read with the relevant notes on accounts are self-explanatory.
REPORTING OF FRAUDS BY AUDITORS:
During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the audit committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board''s Report.
The details relating to deposits, covered under Chapter V of the Act
a) accepted during the year : '' 25.00 Lakhs
b) remained unpaid or unclaimed as at the end of the year: Nil
c) whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved;
(i) at the beginning of the year - 45.00 Lakhs;
(ii) maximum during the year - Nil;
(iii) at the end of the year - 45.00 Lakhs
The details of deposits which are not in compliance with the requirements of Chapter V of the Act: Nil AUDITORS:
In the 39th Annual General Meeting; M/s. HRK & Co., Chartered Accountants, Vapi, Gujarat (FRN : 146985W) were appointed as the Statutory Auditors of the Company for a term of 5 financial years commencing from 2023-2024 to hold office till the conclusion of the 44th Annual General Meeting of the Company.
Pursuant to Section 139 and 141 of the Act and relevant Rules prescribed there under, your Company has obtained a declaration from the Statutory Auditors that they meet with the requisite criteria as provided under the provisions of the Companies Act 2013 read with applicable Rules and Advisories, to continue as the Statutory Auditors of the Company for the financial year 2025-2026. The Auditors have also confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the Peer Review Board of the ICAI.
As per the provisions of the Companies Act, 2013, the Auditors Report on Financial Statements for the year ended 31st March, 2025 as issued by the Statutory Auditor; M/s. HRK & Co., Chartered Accountants, forms part of this Annual Report.
The paid up Equity Share Capital as on March 31, 2025 was '' 739.10 Lakhs. There was no change in the Share Capital of the Company during the financial year under report.
As on March 31, 2025, following two directors are holding shares of the Company:
Mr. Abhishek Patel
Mrs. Aakanksha Mikhail Verma
Pursuant to Section 92 of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return is available on the website of the Company at www.rishitechtex.com under Investor Tab_AnnualReport_Annual Return. You may also check the following link: https://www.rishitechtex.com/Admin/FinancialFile/Annual%70Return%707074%707075.pdf
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information required to be disclosed is set out in Annexure ''A''.
BOARD OF DIRECTORS:Details of Board of Directors:
As on the date of Balance sheet; the Board of Directors of the Company consisted of Four Directors. As the Chairman of the Board is in Executive capacity pursuant to requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, its Board comprises of 50% of the Independent Directors. Out of the Four Directors, One Director is categorized as Promoter-Director, two are Independent Directors appointed pursuant to provisions of section 149 of the Companies Act, 2013 and one is Non-Executive Non-Independent Director.
As on the date of Balance sheet; there is no Nominee Director on the Board of the Company. No Director of the Company is either member of more than ten committees and/or Chairman of more than five committees across all Companies in which he is Director and necessary disclosures to this effect have been received by the Company from all the Directors. Except as described in para hereunder, there are no other changes in composition of Board of Directors during the FY 2024-2025.
The members of the Company at the 40th AGM, have re-appointed in accordance with provisions of the Act and SEBI Listing Regulations, Mr. Kunal Rastogi (DIN: 01570584) as a Non-Executive Independent Director on the Board for a second term of 5 years, effective August 09, 2024.
The members of the Company at the 40th AGM, have appointed in accordance with provisions of the Act and SEBI Listing Regulations, Mr. Pranab Chatterjee (DIN: 10739170) as Non-Executive Independent Director of the Company for a term of five years effective from September 20, 2024 till September 19, 2029.
Mrs. Sheela Ayyar''s (DIN:06656579) second term of 5 years as an Independent Director of the Company came to an end and she ceased to be a director of the Company effective from September 24, 2024 due to completion of her tenure as Independent Director. The Board of Directors extended its deepest gratitude for her services and contributions during her tenure as Independent Director of the Company.
In terms of Section 152(6) of the Companies Act, 2013, Mrs. Aakanksha Mikhail Verma shall retire as a Director by rotation at the forthcoming Annual General Meeting and being eligible, has offered herself for re-appointment. As per the terms of her appointment as a Non-Executive, Non-Independent Director, her re-appointment as a Director on retirement by rotation at the forthcoming Annual General Meeting, would not constitute break in her term as a Non-Executive, Non-Independent Director. Your Directors recommend to members for their approval her re-appointment as a Director at the forthcoming Annual General Meeting.
The disclosures required in respect of appointment / re-appointment of directors pursuant to Regulation 36 of the SEBI Listing Regulations and the Secretarial Standards (''SS'')-2 on General Meetings are given in the Notice of AGM, forming part of the Annual Report.
During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any.
During the year, in all Five Board Meetings were held i.e. on 28th May, 2024, 12th August, 2024, 15th October, 2024, 29th October, 2024 and 10th February, 2025. The gap between any two consecutive Board meetings during the year under review did not exceed one hundred and twenty days. The requisite quorum was present for all the meetings.
The information, as required under Regulation 17(7) read with Schedule II Part A of the SEBI Listing Regulations, is made available to the Board. The recommendations of the Committees are placed before the Board for necessary approvals. All committee recommendations placed before the Board during the year under review were unanimously accepted by the Board.
Declaration by an Independent Director(s):
All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) and 25(8) of SEBI (LODR) Regulations, 2015.
In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board.
Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.
Formal Annual Evaluation:
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("LODRâ), the Board has carried out the 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. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.
A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department.
The Board has laid down a Code of Conduct for all Board members and senior management personnel of the Company, which has been posted on the website of the Company www.rishitechtex.com.
All Board members and senior management personnel have affirmed compliance with the Code for the year ended on March 31, 2025. Declaration to this effect signed by the Managing Director of the Company for the year ended on March 31, 2025 has been included elsewhere in this report.
Familiarization Programme for Independent Directors:
The Company conducts familiarization programs for Independent Directors to enable them to understand their roles, rights and responsibilities. The Independent Directors when they are appointed are given a detailed orientation on the Company, industry, strategy, policies and Code of Conduct, regulatory matters, business, financial matters and human resource matters of the Company.
Details of orientation given to the new and existing Independent Directors in the areas of strategy/industry trends, operations & governance, and safety, health and environment initiatives are available on the website of the Company at www.rishitechtex.com
KEY MANAGERIAL PERSONNELS (KMPs):
As on March 31, 2025, Mr. Abhishek Patel, Managing Director, Mr. Jagdish Dokwal, Chief Financial Officer and Ms. Gauri Gangal, Company Secretary are the Key Managerial Personnel of your Company. During the financial year under review, there were no changes in the Key Managerial Personnel (KMP) of the Company.
The Board of Directors has constituted Committees of the Directors, as mandated by Law and applicable Regulations to deal with specific areas and activities which require an independent expert review of the respective subject matter. The Board Committees are formed with approval of the Board and function according to Terms of Reference and statutory provisions mandating such constitution. These Committees play an important role in the overall management of day-to-day affairs and governance of the Company.
The Board currently has the following Committees:
1. Audit Committee: The Company has a Competent Audit Committee comprising of three Directors out of which two-third are independent directors. Mr. Pranab Chatterjee, having sound financial background and financial expertise is Chairman of the Committee with the other members being Mr. Abhishek Patel and Mr. Kunal Rastogi. The tenure of Mrs. Sheela Ayyar came to an end on 24th September, 2024 and Mr. Pranab Chatterjee was appointed as Director of the Company with effect from 20th September, 2024. In view of this, the Board at its meeting held on 15th October, 2024 has approved and reconstituted the Audit Committee as above effective from 20th September, 2024.
The details pertaining to the composition of the Audit Committee, terms of reference, number of meetings of the committee are included in the Corporate Governance Report, which is a part of this report.
2. Nomination & Remuneration Committee:
The Nomination & Remuneration committee consists of three Directors, viz. Mr. Kunal Rastogi, Mr. Pranab Chatterjee and Mrs. Aakanksha Mikhail Verma.
The tenure of Mrs. Sheela Ayyar came to an end on 24th September, 2024 and Mr. Pranab Chatterjee was appointed as Director of the Company with effect from 20th September, 2024. In view of this, the Board at its meeting held on 15th October, 2024 has approved and reconstituted the Nomination and Remuneration Committee as above effective from 20th September, 2024.
Mr. Kunal Rastogi is chairman of the Committee. The Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The same is posted on the website of the Company viz. www.rishitechtex.com. The Committee approves the remuneration payable to the Managing Director and senior executives. The salient features of the said policy and the details pertaining to the composition of the Nomination & Remuneration Committee, terms of reference, number of meetings of the committee are included in the Corporate Governance Report, which is a part of this report.
3. Shareholders/Investors Grievance Committee:
The Committee consists of three Directors, Mr. Abhishek Patel, Mr. Pranab Chatterjee and Mrs. Aakanksha Mikhail Verma. Mr. Pranab Chatterjee is the chairman of the Committee.
The Committee was re-constituted with Mr. Pranab Chatterjee appointed as Chairman of the Committee in place of Mr. Kunal Rastogi with effect from 10th February, 2025.
The details pertaining to the composition of the Shareholders/Investors Grievance Committee, terms of reference, number of meetings of the committee held during the period under consideration are included in the Corporate Governance Report, which is a part of this report.
The Company has a Finance Committee comprising of three Directors viz. Mr. Abhishek Patel, Mrs. Aakanksha Mikhail Verma, and Mr. Pranab Chatterjee for looking after the matters pertaining to expansion and finance of the Company. The Committee was re-constituted with Mr. Pranab Chatterjee appointed as member of the Committee in place of Mr. Kunal Rastogi with effect from 10th February, 2025.
There were no meetings of Finance Committee held during the financial year 2024-25.
INDEPENDENT DIRECTORS'' MEETING:
During the year under review, the Independent Directors met on 10th February, 2025 inter alia to discuss the evaluation of the performance of all independent directors and the Board of directors as whole. It also evaluates the timelines of flow of information between the Management and the Board that is necessary for the Board to perform its duties effectively.
The Company has formed a statement indicating development and implementation of a risk management policy for the Company including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the company.
VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:
The Company has formulated Whistle Blower Policy as per the provisions of section 177(9) of the Act and SEBI (LODR) Regulations, 2015 to raise any complaint, query and to deal with instance of fraud and mismanagement, if any. No personnel have been denied access to the Audit Committee. The said Policy is available on the Company''s website - www.rishitechtex.com/investors.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has constituted Internal Complaint Committee (ICC) for all locations to the extent applicable, pursuant to the provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 to consider and resolve all sexual harassment complaints reported by women. The Company has taken adequate care and caution in line with the requirements of the Act. During the year 2024-2025, the Company has not received any sexual harassment complaint.
LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
The Company has formulated a policy on related party transactions which is available on the website of the Company at www.rishitechtex.com. All related party transactions are placed before the Audit Committee for review and approval. Prior omnibus approval of the Audit Committee is obtained on a quarterly basis for related party transactions which are of repetitive nature and/or entered in the ordinary course of business and are at an arm''s length.
As per the SEBI Listing Regulations, if any Related Party Transactions (''RPT'') exceeds '' 1,000 crore or 10% of the annual consolidated turnover of the Company as per the last audited financial statement whichever is lower, would be considered as material and would require Members approval. In this regard, during the year under review, the Company has taken necessary Members approval and has entered into material transaction with related party. All related party transactions entered during the year were in the ordinary course of the business and at an arm''s length basis. Therefore, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable to the Company for FY 2024-25.
The details of RPTs during FY 2024-25, including transaction with person or entity belonging to the promoter/ promoter group which hold(s) 10% or more shareholding in the Company are provided in the accompanying financial statements. Members may refer to Notes to Accounts (Note No. 35) forming part of the financial statements for transactions with related parties.
During the year, there was no employee in receipt of remuneration prescribed in the Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
The Statement containing particulars of employees as required and the ratio of remuneration of Managing Director to the median employees'' remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) and (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report as Annexure ''B''.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Sudhanwa S. Kalamkar & Associates, Company Secretary in Practice, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor in prescribed Form MR-3 is annexed herewith as Annexure ''C''.
There are no qualifications or observations or adverse remarks or disclaimer of the Secretarial Auditors in the Report issued by them for the financial year 2024-2025 which call for any explanation from the Board of Directors.
In compliance with Regulation 24A of SEBI Listing Regulations and section 204 of the Act, the Board at its meeting held on May 26, 2025, based on recommendation of the Audit Committee, has re-appointed M/s Sudhanwa S. Kalamkar & Associates, Company Secretaries, a Peer Reviewed firm (Membership No.18795, COP No.7692, Peer Review Certificate No.2478/2022) to conduct the secretarial audit of the Company for a term of five financial years from 2025-2026 upto 2029-2030 subject to approval of the shareholders at ensuing Annual General Meeting. They have confirmed that they are eligible for the said appointment. The Secretarial Auditors have confirmed that they have subjected themselves to the peer review process of Institute of Company Secretaries of India (ICSI) and hold valid certificate issued by the Peer Review Board of the ICSI.
COMPLIANCE WITH SECRETARIAL STANDARDS:
During the financial year, your Company has complied with applicable Secretarial Standards issued by Institute of Company Secretaries of India. CORPORATE SOCIAL RESPONSIBILITY POLICY (CSR):
The provisions of section 135 of the Companies Act, 2013 related to constitution of Corporate Social Responsibility (CSR) Committee and mandate to spend amount as prescribed by statute is not applicable to Company for the financial year 2024-2025 as the Company does not fulfill any criteria set by the provisions of section 135 (1) of the Act.
STATEMENT OF SALIENT FEATURES OF FINANCIAL STATEMENT:
Statement on salient features of Financial Statement in Form AOC- 3 is not required since Entire Annual Report is being sent to all the Shareholders in the manner specified by the regulations.
MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis on the operations of the Company is provided in a separate section and forms a part of the Annual Report.
The shares of your Company are listed at the BSE Limited. The applicable annual listing fees have been paid to the stock exchange before the due dates.
The Company is committed to maintain the highest standards of Corporate Governance and believes in adopting best practices of Corporate Governance. The report on Corporate Governance as stipulated under the SEBI Listing Regulations together with a certificate from the Secretarial Auditors of the Company confirming compliance with the conditions of Corporate Governance forms part of the Report.
HUMAN RESOURCE DEVELOPMENT AND INDUSTRIAL RELATIONS:
Industrial relations at all plant locations remained harmonious. With an aim at enhancing employees'' experience, the highest priority was given to people-focused measures and policies in areas of health, safety and wellness of employees and their families, especially in the wake of COVID-19.
In order to drive employee motivation and performance, a structured culture and engagement framework was put in place with focus on three core pillars of Learning and Development, Communication and Connect, and Recognition.
The total number of persons employed in your Company as on March 31, 2025 were 137.
DESIGNATED PERSON FOR FURNISHING INFORMATION AND EXTENDING CO-OPERATION TO REGISTRAR OF COMPANIES (ROC) IN RESPECT OF BENEFICIAL INTEREST IN SHARES OF THE COMPANY:
The Company Secretary & Compliance Officer of the Company is the designated person responsible for furnishing information and extending cooperation to the ROC in respect of beneficial interest in the Company''s shares.
DIRECTORS'' RESPONSIBILITY STATEMENT:
The Directors'' Responsibility Statement referred to in clause (c) of sub-section (3) and sub-section (5) of Section 134 of the Companies Act, 2013, shall state thatâ
(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) the directors had 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 had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis;
(e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
(f) 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.
The Directors place on record their appreciation of the efficient and loyal services rendered by the Staff and workmen, also acknowledge the help, support and guidance from the various Statutory Bodies, Government and Semi-Government Organisations and Bank and thank our customers, suppliers, investors for their continues support during the year.
Mar 31, 2024
Your Directors have pleasure in presenting their 40th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2024.
FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY:
|
Particulars |
2023-24 |
2022-23 |
|
Total Income |
11196.16 |
10725.11 |
|
Profit before Tax |
226.60 |
125.20 |
|
Provision for Tax |
91.77 |
13.94 |
|
Profit after Tax |
134.83 |
111.26 |
|
Total Comprehensive Income for the period |
134.83 |
111.26 |
To strengthen the cash flow of the Company, the Directors have not considered and recommended any dividend in the year.
As on March 31, 2024, the reserves and surplus has increased to ''2445.41 lakhs as compared to '' 2310.58 lakhs during the last year. COMPANY''S WORKING DURING THE YEAR:
The company earned total income of '' 11196.16 lakhs as compared to '' 10725.11 lakhs earned in the previous year showing increase of 4.39%.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
There have been no material changes and commitments affecting the financial position of the Company which have occurred between March 31, 2024 and the date of this Report, other than those disclosed in this Report. There has been no change in the nature of business of your Company.
Subsequent to the end of the financial year under review, the Company has received the following credit ratings from CRISIL vide letter dated 5th June, 2024.
|
Total Bank Loan Facilities Rated |
'' 34 Crore |
|
Long-Term Rating |
CRISIL BBB-/Stable |
|
Short-Term Rating |
CRISIL A3 |
SIGNIFICANT AND MATERIAL ORDERS:
There have been no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and the Company''s operations in future.
The Members may re-collect that in the Directors Report of financial year 2019-2020, your Directors placed details of litigation with Enforcement Directorate. The Company has denied all the charges and allegations levelled by the Enforcement Directorate (ED). The Company entered a contract with bonafide intent. During the FY 2018-19 although, the Competent Authority in Enforcement Directorate, Cochin Office passed a provisional order attaching the property of the Company situated at Daman (UT); based on Company''s application to the Hon''ble Appellate Tribunal, for Prevention of Money Laundering Act (AT PMLA) New Delhi, The Tribunal has directed that both the parties to maintain a status quo in respect of the said attached property until the next date of hearing.
ADOPTION OF INDIAN ACCOUTING STANDARD (IND AS):
As mandated by the notification of Ministry of Corporate Affairs, dated 16th February 2015 notifying the Companies (Indian Accounting Standard) Rules, 2015, your Company has implemented Indian Accounting Standards ("IND ASâ) to record financial transactions pursuant to Notification from financial year 2017-2018. During the year 2023-2024; the Company has continued to successfully implement the Ind AS.
SUBSIDIARIES /JOINT VENTURES/ASSOCIATE COMPANIES:
The Company has no subsidiary or joint venture or associate company.
INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Internal Auditor appointed by the Company, conducts an Internal Audit and monitors and evaluates the efficacy and adequacy of internal control system, its compliance with operating systems, accounting procedures and policies of the Company. Internal Audit Findings and recommendations, areas for improvement are reviewed by the Audit Committee. Based on the report of internal auditor; management undertake corrective action in their respective areas and thereby strengthen the controls.
AUDIT OBSERVATIONS AND EXPLANATION BY THE BOARD:
There were no qualifications, reservations or adverse remarks made either by the Statutory Auditors or by the Secretarial Auditor in their respective Reports. The observations made by the Statutory Auditors read with the relevant notes on accounts are self-explanatory.
REPORTING OF FRAUDS BY AUDITORS:
During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the audit committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board''s Report.
The details relating to deposits, covered under Chapter V of the Act
a) accepted during the year : '' 45.00 Lakhs
b) remained unpaid or unclaimed as at the end of the year : Nil
c) whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved;
(i) at the beginning of the year - Nil
(ii) maximum during the year - Nil
(iii) at the end of the year - Nil
The details of deposits which are not in compliance with the requirements of Chapter V of the Act: Nil AUDITORS:
In the 39th Annual General Meeting; M/S. HRK & Co., Chartered Accountants, Vapi, Gujarat (FRN : 146985W) were appointed as the Statutory Auditors of the Company for a term of 5 financial years commencing from 2023-2024 to hold office till the conclusion of the 44th Annual General Meeting of the Company.
Pursuant to Section 139 and 141 of the Act and relevant Rules prescribed there under, your Company has obtained a declaration from the Statutory Auditors that they meet with the requisite criteria as provided under the provisions of the Companies Act 2013 read with applicable Rules and Advisories, to continue as the Statutory Auditors of the Company for the financial year 2024-2025. The Auditors have also confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the Peer Review Board of the ICAI.
As per the provisions of the Companies Act, 2013, the Auditors Report on Financial Statements for the year ended 31st March, 2024 as issued by the Statutory Auditor; M/S. HRK & Co., Chartered Accountants, forms part of this Annual Report.
The paid up Equity Share Capital as on March 31, 2024 was '' 739.10 Lakhs. There was no change in the Share Capital of the Company during the financial year under report.
As on March 31, 2024, following two directors are holding shares of the Company:
Mr. Abhishek Patel
Ms. Aakanksha Patel
Pursuant to Section 92 of the Act and Rule12 of the Companies (Management and Administration) Rules, 2014, the Annual Return is available on the website of the Company at www.rishitechtex.com under Investor Tab_AnnualReport_Annual Return. You may also check the following link: https://www.rishitechtex.com/Admin/FinancialFile/Annual%70Return%707073%707074.pdf
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information required to be disclosed is set out in Annexure ''A''.
Details of Board of Directors:
As on the date of Balance sheet; the Board of Directors of the Company consisted of Four Directors. As the Chairman of the Board is in Executive capacity pursuant to requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, its Board comprises of 50% of the Independent Directors. Out of the Four Directors, One Director is categorized as Promoter- Director, two are Independent Directors appointed pursuant to provisions of section 149 of the Companies Act, 2013 and one is Non-Executive Non-Independent Director.
As on the date of Balance sheet; there is no Nominee Director on the Board of the Company. No Director of the Company is either member of more than ten committees and/or Chairman of more than five committees across all Companies in which he is Director and necessary disclosures to this effect have been received by the Company from all the Directors. There is no change in composition of Board of Directors in the FY 2023-2024.
The Board on the recommendation of NRC and in accordance with privisions of the Act and SEBI Listing Regulations has re-appointed Mr. Kunal Rastogi (DIN: 01570584) as a Non-Executive Independent Director on the Board for a second term of 5 years, w.e.f. August 09, 2024 subject to approval of Members at this AGM.
The Board on the recommendation of NRC and in accordance with provisions of the Act and SEBI Listing Regulations, has appointed Mr. Pranab Chatterjee (DIN: 10739170) as an Additional Director, Non-Executive with effect from August 12, 2024 proposed to be appointed by approval of members as an Non-Executive Independent Director for a term of five years effective from September 20, 2024 till September 19, 2029.
In terms of Section 152(6) of the Companies Act, 2013, Ms. Aakanksha Patel shall retire as a Director by rotation at the forthcoming Annual General Meeting and being eligible, has offered herself for re-appointment. As per the terms of her appointment as a Non-Executive, Non-Independent Director, her re-appointment as a Director on retirement by rotation at the forthcoming Annual General Meeting, would not constitute break in her term as a Non-Executive, Non-Independent Director. Your Directors recommend to members for their approval her re-appointment as a Director at the forthcoming Annual General Meeting.
The disclosures required pursuant to Regulation 36 of the SEBI Listing Regulations and the Secretarial Standards (''SS'')-2 on General Meetings are given in the Notice of AGM, forming part of the Annual Report.
During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any.
During the year, in all Four Board Meetings were held i.e. on 29th May, 2023, 14th August, 2023, 8th November, 2023 and 7th February, 2024. The gap between any two Board meetings during the year under review did not exceed one hundred and twenty days. The requisite quorum was present for all the meetings.
The information, as required under Regulation 17(7) read with Schedule II Part A of the SEBI Listing Regulations, is made available to the Board. The recommendations of the Committees are placed before the Board for necessary approvals. All committee recommendations placed before the Board during the year under review were unanimously accepted by the Board.
Declaration by Independent Director(s):
All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) and 25(8) of SEBI (LODR) Regulations, 2015.
In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board.
Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.
Formal Annual Evaluation:
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("LODRâ), the Board has carried out the 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. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.
A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board. The performance
evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department.
The Board has laid down a Code of Conduct for all Board members and senior management personnel of the Company, which has been posted on the website of the Company www.rishitechtex.com.
All Board members and senior management personnel have affirmed compliance with the Code for the year ended on March 31, 2024. Declaration to this effect signed by the Managing Director of the Company for the year ended on March 31, 2024 has been included elsewhere in this report.
Familiarization Programme for Independent Directors:
The Company conducts familiarization programs for Independent Directors to enable them to understand their roles, rights and responsibilities. The Independent Directors when they are appointed are given a detailed orientation on the Company, industry, strategy, policies and Code of Conduct, regulatory matters, business, financial matters and human resource matters of the Company.
Details of orientation given to the new and existing Independent Directors in the areas of strategy/industry trends, operations & governance, and safety, health and environment initiatives are available on the website of the Company at www.rishitechtex.com
KEY MANAGERIAL PERSONNELS (KMPs):
As on March, 31, 2024, Mr. Abhishek Patel, Managing Director, Mr. Jagdish Dokwal, Chief Financial Officer and Ms. Gauri Gangal, Company Secretary are the Key Managerial Personnel of your Company. During the financial year under review, there were no changes in the Key Managerial Personnel (KMP) of the Company.
The Board of Directors has constituted Committees of the Directors, as mandated by Law, Regulations to deal with specific areas and activities which require an independent expert review of the respective subject matter. The Board Committees are formed with approval of the Board and function according to Terms of Reference and statutory provisions mandating such constitution. These Committees play an important role in the overall management of day-to-day affairs and governance of the Company.
The Board currently has the following Committees:
1. Audit Committee: The Company has a Competent Audit Committee comprising of three Directors out of which two-third are independent directors. Mrs. Sheela Ayyar, having sound financial background and financial expertise is a Chairperson of the Committee with the other members being Mr. Abhishek Patel and Mr. Kunal Rastogi.
The details pertaining to the composition of the Audit Committee, terms of reference, number of meetings of the committee are included in the Corporate Governance Report, which is a part of this report.
2. Nomination & Remuneration Committee:
The Nomination & Remuneration committee consists of three Directors, viz. Mrs. Sheela Ayyar, Ms. Aakanksha Patel and Mr. Kunal Rastogi.
Mr. Kunal Rastogi is chairman of the Committee. The Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The same is posted on the website of the Company viz. www.rishitechtex.com. The Committee approves the remuneration payable to the Managing Director and senior executives. The salient features of the said policy and the details pertaining to the composition of the Nomination & Remuneration Committee, terms of reference, number of meetings of the committee are included in the Corporate Governance Report, which is a part of this report.
3. Shareholders/Investors Grievance Committee:
The Committee consists of three Directors, Mr. Abhishek Patel, Mr. Kunal Rastogi and Ms. Aakanksha Patel. Mr. Kunal Rastogi is the chairman of the Committee.
The details pertaining to the composition of the Shareholders/Investors Grievance Committee, terms of reference, number of meetings of the committee held during the period under consideration are included in the Corporate Governance Report, which is a part of this report.
The Company has a Finance Committee comprising of three Directors viz. Mr. Abhishek Patel, Ms. Aakanksha Patel, and Mr. Kunal Rastogi for looking after the matters pertaining to expansion and finance of the Company. Finance Committee met on 17th January, 2024 during the financial year 2023-24.
Independent Directors'' Meeting:
During the year under review, the Independent Directors met on 30 th January, 2024 inter alia to discuss the evaluation of the performance of all independent directors and the Board of directors as whole. It also evaluates the timelines of flow of information between the Management and the Board that is necessary for the Board to perform its duties effectively.
The Company has formed a statement indicating development and implementation of a risk management policy for the Company including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the company.
VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:
The Company has formulated Whistle Blower Policy as per the provisions of SEBI (LODR) Regulations, 2015 to raise any complaint, query and to deal with instance of fraud and mismanagement, if any. No personnel have been denied access to the Audit Committee. The said Policy is available on the Company''s website - www.rishitechtex.com.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has constituted Internal Complaint Committee (ICC) for all locations to the extent applicable, pursuant to the provisions of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 to consider and resolve all sexual harassment complaints reported by women. The Company has taken adequate care and caution in line with the requirements of the Act. During the year 2023-2024, the Company has not received any sexual harassment complaint.
LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
The Company has formulated a policy on related party transactions which is available on the website of the Company at www.rishitechtex.com. All related party transactions are placed before the Audit Committee for review and approval. Prior omnibus approval of the Audit Committee is obtained on a quarterly basis for related party transactions which are of repetitive nature and/or entered in the ordinary course of business and are at an arm''s length.
As per the SEBI Listing Regulations, if any Related Party Transactions (''RPT'') exceeds '' 1,000 crore or 10% of the annual consolidated turnover of the Company as per the last audited financial statement whichever is lower, would be considered as material and would require Members approval. In this regard, during the year under review, the Company has taken necessary Members approval and has entered into material transaction with related party. All related party transactions entered during the year were in the ordinary course of the business and at an arm''s length basis. Therefore, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable to the Company for FY 2023-24.
The details of RPTs during FY 2023-24, including transaction with person or entity belonging to the promoter/ promoter group which hold(s) 10% or more shareholding in the Company are provided in the accompanying financial statements. Members may refer to Notes to Accounts (Note No. 35) forming part of the financial statements for transactions with related parties.
During the year, there was no employee in receipt of remuneration prescribed in the Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
The Statement containing particulars of employees as required and the ratio of remuneration of Managing Director to the median employees'' remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) and (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report as Annexure ''B''.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Sudhanwa S. Kalamkar& Associates, Company Secretary in practice, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor in prescribed Form MR-3 is annexed herewith as Annexure ''C''.
There are no qualifications or observations or adverse remarks or disclaimer of the Secretarial Auditors in the Report issued by them for the financial year 2023-24 which call for any explanation from the Board of Directors.
M/s Sudhanwa S. Kalamkar & Associates, Company Secretaries have been re-appointed to conduct the secretarial audit of the Company for the financial year 2024-25. They have confirmed that they are eligible for the said appointment.
COMPLIANCE WITH SECRETARIAL STANDARDS:
During the financial year, your Company has complied with applicable Secretarial Standards issued by Institute of Company Secretaries of India. CORPORATE SOCIAL RESPONSIBILITY POLICY (CSR):
The provisions of section 135 of the Companies Act, 2013 related to constitution of Corporate Social Responsibility (CSR) Committee and mandate to spend amount as prescribed by statute is not applicable to Company for the financial year 2023-2024 as the Company does not fulfill any criteria set by the provisions of section 135 (1) of the Act.
STATEMENT OF SALIENT FEATURES OF FINANCIAL STATEMENT:
Statement on salient features of Financial Statement in Form AOC- 3 is not required since Entire Annual Report is being sent to all the Shareholders in the manner specified by the regulations.
MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis on the operations of the Company is provided in a separate section and forms a part of the Annual Report.
The shares of your Company are listed at the BSE Limited. The applicable annual listing fees have been paid to the stock exchange before the due dates.
The Company is committed to maintain the highest standards of Corporate Governance and believes in adopting best practices of Corporate Governance. The report on Corporate Governance as stipulated under the SEBI Listing Regulations together with a certificate from the Secretarial Auditors of the Company confirming compliance with the conditions of Corporate Governance forms part of the Report.
HUMAN RESOURCE DEVELOPMENT AND INDUSTRIAL RELATIONS:
Industrial relations at all plant locations remained harmonious. With an aim at enhancing employees'' experience, the highest priority was given to people-focused measures and policies in areas of health, safety and wellness of employees and their families, especially in the wake of COVID-19.
In order to drive employee motivation and performance, a structured culture and engagement framework was put in place with focus on three core pillars of Learning and Development, Communication and Connect, and Recognition.
The total number of persons employed in your Company as on March 31, 2024 were 190.
DIRECTORS'' RESPONSIBILITY STATEMENT:
The Directors'' Responsibility Statement referred to in clause (c) of sub-section (3) and sub-section (5) of Section 134 of the Companies Act, 2013, shall state thatâ
(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) the directors had 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 had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis;
(e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
(f) 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.
The Directors place on record their appreciation of the efficient and loyal services rendered by the Staff and workmen, also acknowledge the help, support and guidance from various Statutory Bodies, Government and Semi-Government Organisations and Bank and thank our customers, suppliers, investors for their continues support during the year.
Mar 31, 2018
The Members,
The Directors have pleasure in presenting their 34th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2018.
FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY
(Rs. in Lakhs)
|
2017-18 |
2016-17 |
|
|
Total income |
6789.12 |
6406.98 |
|
Profit before Tax |
315.58 |
289.32 |
|
Provision for Tax |
62.67 |
44.33 |
|
Profit after Tax |
252.91 |
244.99 |
|
Total Comprehensive income for the period |
240.01 |
244.31 |
DIVIDEND
To strengthen the cash flow of the Company, the Directors decided not to declare any dividend in the year.
RESERVES
As on March 31 , 201 8 the reserves and surplus has increased to Rs. 1489.98 lakhs as compared to Rs. 1238.82 lakhs achieved during the last year.
COMPANYâS WORKING DURING THE YEAR
The company earned total income of Rs. 6789.12 lakhs as compared to Rs. 6406.98 earned in the previous year showing increase of 5.63%. The operations during the year have resulted in a profit of Rs. 252.91 lakhs.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
During the year there are no material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.
SIGNIFICANT AND MATERIAL ORDERS
There have been no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and the Companyâs operations in future.
ADOPTION OF INDIAN ACCOUTING STANDARD (IND AS)
Your Company has adopted Indian Accounting Standards (âInd ASâ) pursuant to Ministry of Corporate Affairs Notification dated 16th February 2015 notifying the Companies (Indian Accounting Standard) Rules, 2015. Accordingly, for the first time the financial statements for the year under report have been prepared in compliance with Ind AS.
You may refer Note 41 of Standalone Financial Statement forming part of the Annual Report for an explanation of how the transition from previous GAAP to Ind AS has affected financial position, performance and cash flow of the Company.
SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
The Company has no subsidiary or joint venture or associate company.
INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Statutory Auditors of the Company in the âAnnexure Bâ to the Audit Report, have formed a disclaimer of opinion about the internal Financial Control over financial reporting and its efficiency. in the light of the said disclaimer of opinion, we would like to state as under:
The Company has an internal Control System, commensurate with the size, scale and complexity of its operations. The Company has an internal Auditor who reports on all internal audit functions as to maintain, monitor and evaluate the efficiency and adequacy of internal control system in the Company. Based on the report of the internal auditor; the management undertakes corrective actions; as and when required; in their respective areas to strengthen the internal financial control.
AUDIT OBSERVATIONS AND EXPLANATION BY THE BOARD
The Statutory Auditors of the Company in their Audit Report for the financial year ended 31st March 2018 have qualified their opinion to the extent of the matter described in the basis for qualified opinion paragraph in the said audit report with regard to overdue trade receivables as on 31st March 2018. The basis for qualified opinion as stated by the Statutory Auditors in their above referred Audit Report is appended herein below:
Basis for Qualified opinion:
âThe confirmations related to overdue trade receivables amounting to Rs. 3.91 crores have not been received by the Company. Accordingly no provision of Rs. 3.91 crores has been made for such receivables in the enclosed financial results. This has resulted in the overstatement of Trade receivables by Rs. 3.91 crores and overstatement of profit by Rs. 3.91 crores.â
In the light of the said basis for qualified opinion, the management would like to state as under:
The trade receivables outstanding as on 31st March 2018 are good and recoverable. The necessary letters for balance confirmation have already been forwarded by the Company to the respective debtors and the said balances are neither disputed nor denied by them. in view of the same the Management has reason to believe that the trade receivables outstanding as on 31st March 2018 as per the books of accounts of the Company are true, correct and recoverable.
From the outstanding trade receivables as on 31st March 2018; an amount of Rs. 1.12 crores have already been realized in the normal course of business till the date of this report.
REPORTING OF FRAUDS BY AUDITORS
During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the audit committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boardâs Report.
DEPOSITS
The details relating to deposits, covered under Chapter V of the Act,-
a) accepted during the year; : 10.00 Lakhs
b) remained unpaid or unclaimed as at the end of the year; Nil
c) whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved;
(i) at the beginning of the year - Nil
(ii) maximum during the year - Nil
(iii) at the end of the year - Nil
The details of deposits which are not in compliance with the requirements of Chapter v of the Act Nil
AUDITORS
Statutory Auditor:
M/S. B. D. Jokhakar & Co., Chartered Accountants, Mumbai, (FRN: 104345W), who were appointed as the Statutory Auditors of the Company at its 33rd Annual General Meeting have tendered their resignation vide letter dated 06th August 2018 ; due to their preoccupation in other professional work as stated therein. The said letter was received by the Company on 08th August 201 8. The Board of Directors at their meeting held on 16th August 2018 appointed M/s. Attar & Associates, Chartered Accountants, Thane, Maharshtra (FRN: 116443W) as Statutory Auditors, to fill the casual vacancy caused due to the resignation of M/S. B. D. Jokhakar & Co., from 16th August 2018 to the conclusion of 34th Annual General Meeting, subject to the approval of members.
M/s. Attar & Associates, Chartered Accountants, Thane, Maharashtra, are eligible for appointment and have confirmed that their appointment, if approved, will be in compliance with Section 141 of the Companies Act, 2013 and other applicable provisions.
Your Board recommends the appointment of M/S. Attar & Associates, Chartered Accountants, Thane, Maharashtra, (FRN : 116443W) as Statutory Auditors for a term of 5 financial years commenced from current financial year and to hold office from the conclusion of 34th Annual General Meeting till the conclusion of the 39th Annual General Meeting of the Company.
As per the provisions of the Companies Act, 2013, the Auditors Report on Financial Statements for the year ended 31st March 2018 as issued by the Statutory Auditor M/S B. D. Jokhakar & Co., Chartered Accountants forms part of this Annual Report.
SHARE CAPITAL
During the year the 304000 equity shares of Rs. 10/- each were issued on part conversion of warrants at price of Rs. 17/- per share to promoter and promoter group. So as on 31st March, 2018 the share capital of the Company was Rs. 739.10 lacs. Following two directors are holding shares of the Company:
Mr. Abhishek Patel
Mr. Pranav Patel
EXTRACT OF THE ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as âAnnexure Aâ.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information required to be disclosed is set out in âAnnexure Bâ
DIRECTORS:
A. Changes in Directors and Key Managerial Personnel
There are no changes in the Board of directors of the Company. As on March 31, 2018 the Board of the Company comprises of four directors viz. Mr. Abhishek Patel, Managing Director, one Non-Executive Director and two Independent Directors.
B. Declaration by an Independent Director(s)
All Independent Directors have given declarations that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 read with SEBI (LODR) Regulations, 2015.
C. Formal Annual Evaluation
Pursuant to the provisions of the Companies Act, 2013 and LODR, the Board has carried out the 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. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.
A separate exercise was carried out to evaluate the performance of Individual Directors including the Chairman of the Board. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department. The Directors expressed their satisfaction with the evaluation process.
FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS
During the year no Independent director were appointed. All Independent Directors already on the Board are familiar with the organization.
MEETINGS OF THE BOARD OF DIRECTOR
As on March 31, 2018 the board consists of four Directors out of which one is promoter director, one non-executive director and two Independent directors. There is no Nominee Director on the Board.
No Director of the Company is either member of more than ten committees and/ or Chairman of more than five committees across all Companies in which he is Director and necessary disclosures to this effect has been received by the Company from all the Directors.
During the year, in all five Board Meetings were held i.e. on 30th May, 2017, 27th June, 2017, 12th September, 2017, 8th December, 2017 and 1 2th February, 201 8. The time gap between any two meetings was not more than 120 days.
The details of Directors and their attendance record at Board Meetings held during the year and at the last Annual General Meeting, number of other directorships and chairmanships/memberships of committees, and other Committees of the Company is given below:
|
Name |
Category |
Other director-Ships in public limited Cos |
Committee Memberships/ Chairmanship (including RTL)# |
Attendance At Board Meetings |
Attendance at AGM |
Shareholding of Non-Executive Directors |
|
Mr. Abhishek Patel |
Promoter/ Executive |
Nil |
2 |
5 |
Yes |
N. A. |
|
Mr. ArvInd Nopany |
Non-Promoter/ Independent |
Nil |
3 |
5 |
No |
Nil |
|
Mr. Pranav Patel |
Non-Promoter/ Independent |
Nil |
3 |
5 |
No |
1767 |
|
Mrs. Sheela Ayyar |
Non-Promoter/ Independent |
1 |
3 |
5 |
No |
Nil |
# while considering the memberships/chairmanships only Audit Committee and Shareholders and investor Grievance Committee are considered.
Audit Committee
The Company has a Qualified Audit Committee as per the provisions of the Companies Act, 2013 and LODR. The composition, quorum, powers, role and scope are in accordance with Section 177 of the Companies Act, 2013 and the provisions of Regulation 18 of the Listing Regulation. The Committee consists of three Directors, Mr. ArvInd N. Nopany, Mr. Abhishek Patel and Mrs. Sheela Ayyar out of which two are Independent Directors. Mrs. Sheela Ayyar is the chairperson of the Committee.
The terms of reference to the Committee broadly are as under
1 Reviewing the quarterly and annual financial statements before submission to the Board.
2 Recommending to the Board the appointment, reappointment of the statutory auditors and fixing their remuneration.
3 Reviewing the internal control system and internal audit function.
4 Discussing with internal auditors, failure in internal control system and recommending measures for improvement.
5 Discussing with statutory auditors about the nature and scope of audit and post audit discussions on any area of concern.
6 To look into any defaults in payment to depositors, shareholders and creditors.
The Committee met on 29th May, 2017, to consider the Annual Accounts for the year ended 31.03.2017, on 26th June, 2017, to consider the recommendation of appointment of Statutory Auditor, on 12th September, 2017 to consider quarterly unaudited results for the quarter ended 30.06.2017,on 8th December, 2017 to consider the quarterly unaudited results for the quarter ended 30.09.2017 and on 12th February, 2017 to consider the nine months financial results.
The Meetings were attended by all the Members of the Committee.
Nomination & Remuneration Committee
The Company has a Nomination & Remuneration Committee as per the provisions of the Companies Act, 2013 and LODR. The Nomination & Remuneration committee consists of three Directors, Mr. Pranav Patel, Mr. ArvInd N. Nopany and Mr. Abhishek Patel out of which two are Independent Directors. Mr. ArvInd Nopany is chairperson of the Committee.
The Board has on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. Remuneration Committee approves the remuneration payable to the Managing Director and senior executives. The policy is available on the website of the Company.
The terms of reference to the Committee broadly are as under:
The Board has framed the Remuneration and Nomination Committee Charter which ensure effective Compliance of Section 178 of the Companies Act, 201 3 and Regulation 19 of Listing Regulation, which are as follows:
- Reviewing the overall compensation policy, service agreements and other employment conditions of Managing/whole-time Director(s) and Senior Management (one level below the Board):
- to help in determining the appropriate size, diversity and composition of the Board;
- to recommend to the Board appointment/reappointment and removal of Directors;
- to frame criteria for determining qualifications, positive attributes and Independence of Directors;
- to recommend to the Board remuneration payable to the Directors (while fixing the remuneration to Executive Directors the restrictions contained in the Companies Act, 2013 is to be considered);
- to create an evaluation framework for Independent Directors and the Board;
- to provide necessary reports to the Chairman after the evaluation process is completed by the Directors;
- to assist in developing a succession plan for the Board;
- to assist the Board in fulfilling responsibilities entrusted from time-to-time;
- delegation of any of its powers to any Member of the Committee or the Compliance Officer.
The Managing Director is paid remuneration of Rs. 6,00,000/- and is also entitled to the perquisits such as PF, Gratuity, and LTA.
Non-Executive Directors are paid Rs. 2500/- per Board Meeting attended and Rs. 2500/- per Audit Committee Meeting attended.
No stock options has been issued to any Directors.
Total Remuneration received by Mr. Abhishek Patel, Managing Director of the Company during the year 2017-2018 amounts to Rs. 72 lacs (excluding PF and Gratuity).
Stakeholders Relationship Committee
The Company has a Stakeholders Relationship Committee as per the provisions of the Companies Act, 2013 and LODR. The Committee consists of three directors out of which two are Independent Directors. Mr. ArvInd Nopany is the Chairman of the Committee. The Committee has been constituted to look into redressal of shareholders complaints and correspondence with SEBi and the Stock Exchange.
Details of shareholders'' complaints received, solved and pending share transfers:
There are no complaints pending with the company.
Vigil mechanism for directors and employees
The Company has formulated whistle Blower Policy as per the SEBi (LODR) Regulations, 2015 to enable the employees to raise any concern, query and to deal with instance of fraud and mismanagement. The Company has a whistle blower policy to deal with instances of fraud and mismanagement, if any. The Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.
Risk Management Policy
The Company has developed a very comprehensive risk management policy under which all key risks and mitigation plans are compiled into a Risk Matrix. The same is reviewed quarterly by senior management and periodically also by the Risk Management Committee of the Board.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has taken adequate care and caution in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Company has not received any sexual harassment complaint during the year 2017 2018.
LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
Details of Loans, Guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business.
Pursuant to section 134 read with rule of the Companies (Accounts) Rules, 2014, there are no transactions to be reported under section 188(1) of the Companies Act, 2013. The related party policy as approved by the Board is available on the website of the Company.
The disclosure in Form AOC-2 as per the provisions of Section 188 of the Companies Act, 2013 and rules made there under is not required since there are no material contracts or arrangements entered into by the Company as per the Policy of Materiality framed forming part of Related Party Transaction policy of the Company.
Related Party Transactions as required under Accounting Standards are reported under the notes to the financial statements.
The policy for determining material subsidiary and policy for dealing with related party transaction is available on the website of the Company www.rishitechtex.com.
PARTICULARS OF EMPLOYEES
The Statement containing particulars of employees as required and the ratio of remuneration of Managing Director to the median employees'' remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) and (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report as âAnnexure Câ.
SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Sudhanwa S. Kalamkar & Associates, Company Secretary in practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as âAnnexure Dâ.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Pursuant to provisions of the Companies Act, 2013, it is not applicable to the Company.
STATEMENT ON SALIENT FEATURES OF FINANCIAL STATEMENT
Statement on salient features of Financial Statement in Form AOC-3 is not required since Entire Annual Report is being sent to all Shareholders in the manner specified under Rule 11 of the Companies (Accounts) Rules, 2014.
MANAGEMENT DISCUSSION AND ANALYSIS
The management discussion and analysis on the operations of the Company is provided in a separate section and forms a part of this report.
CORPORATE GOVERNANCE REPORT
As per Regulation 27 (2) of the SEBi (Listing Obligations and Disclosure Requirements) Regulations 2015, every listed entity is required to submit on a quarterly basis a compliance report on corporate governance to Stock Exchange(s) where its securities are listed within fifteen days from close of the quarter.
Further the Regulation 1 5 (2) of SEBi (Listing Obligations and Disclosure Requirements) Regulations 2015, grants specific exemption from the applicability of regulations 27 to such entities whose paid up equity share capital does not exceed Rs. 10 Crores and net worth does not exceed Rs. 25 Crores, as on the last day of the previous financial year.
Since your company meets the exemption criteria as specified above the Corporate Governance provisions as per regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable.
DIRECTORSâ RESPONSIBILITY STATEMENT
In terms of Section 134(3)(c) of the Companies Act, 2013 and to the best of their knowledge, belief and according to the information and explanations obtained by them, your Directors make the following statements that :
(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) the directors had 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 had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis;
(e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
(f) 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.
ACKNOWLEDGEMENTS
The Directors place on record their appreciation for the efficient and loyal services rendered by the Staff and workmen, also acknowledge the help, support and guidance from the various Statutory Bodies, Government and Semi-Government Organisations and thank or customers, suppliers, investors for their continues support during the year. The Directors also acknowledge the help, support and guidance received from Canara Bank.
By Order of the Board of Directors
For Rishi Techtex Ltd.
Place: Mumbai Abhishek Patel
Date: 16.08.2018 (Chairman of the Board)
Mar 31, 2016
Directorsâ Report
To,
The Members,
THE Directors have pleasure in presenting their 32nd Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2016.
FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY
( Rs, in lakh)
|
2015-16 |
2014-15 |
|
|
Total Income |
6,190.08 |
4,868.39 |
|
Profit before Tax |
193.51 |
132.17 |
|
Provision for Tax |
18.29 |
Nil |
|
Profit after Tax |
175.22 |
132.17 |
|
Balance Brought forward from Previous year |
2.25 |
(129.92) |
|
Balance available for appropriation |
177.47 |
2.25 |
|
General Reserve |
401.88 |
401.88 |
|
Surplus Carried to the next years account |
177.47 |
2.25 |
dividend
To strengthen the cash flow of the Company, the Directors decided not to declare any dividend in the year.
RESERVES
As on March 31, 2016 the reserves and surplus has increased to Rs,1,062.71 lakh as compared to Rs,868.17 lakh achieved during the last year.
company''s working during the year
During the year the company earned total income of Rs,6,190.08 lakh as compared to Rs,4,868.39 lakh earned in the previous year showing an increase in 27.15%. The operations during the year have resulted in a profit of Rs,175.22 lakh.
material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
In the EGM held on January 9, 2016, the shareholders approved issue and allotment of 869000 warrants convertible into equity shares at Rs,17/- per share to Promoters and Promoter group of the Company. Out of which 276000 warrants were converted into shares and were allotted to Mr. Abhishek Patel, Managing Director of the Company.
INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit team reports to the Chairman of the Audit Committee of the Board.
The Internal Audit Team monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company. Based on the report of internal audit corrective action are undertaken.
subsidiary/joint ventures/associate companies
The Company has no subsidiary or joint venture or associate company.
deposits
The details relating to deposits, covered under Chapter V of the Act -
a) accepted during the year - Rs,14.45 lakh
b) remained unpaid or unclaimed as at the end of the year - NIL
c) whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved;
(i) at the beginning of the year - NIL
(ii) maximum during the year - NIL
(iii) at the end of the year - NIL
The details of deposits which are not in compliance with the requirements of Chapter V of the Act - NIL
statutory auditor
M/s. Alladi Krishnan & Kumar, Chartered Accountants, Statutory Auditors of the Company (Firms Reg. No. 100282W) retire and offer themselves for re-appointment.
The Company has obtained the requisite certificate required under Section 141 of the Companies Act, 2013 to the effect that their re-appointment, if made, will be in conformity with limits specified in the said section.
As per the provisions of the Companies Act, 2013, the Auditors Report forms part of Annual Report.
SHARE CAPITAL
During the year the company issued 869000 warrants convertible into equity shares through preferential issue to Promoters and Promoter group. Out of which 276000 warrants were converted into shares. As on 31.03.2016 the paid up Equity Share Capital is Rs,579.80 lakh. Following two directors are holding shares of the Company:
Mr. Abhishek Patel Mr. Pranav Patel
extract of the annual return
The details forming part of the extract of the Annual Return in Form MGT 9 is annexed herewith as ''''Annexure A".
MANAGEMENT DISCUSSION AND ANALYSIS
The management discussion and analysis on the operations of the Company is provided in a separate section and forms a part of this report.
corporate governance report
Report on Corporate Governance and Certificate of the Auditors of your Company regarding compliance of the conditions of Corporate Governance as stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 (LODR), is provided in a separate section and forms part of this report.
conservation of energy, technology absorption and foreign exchange earnings and outgo
The information required to be disclosed is set out in "Annexure B".
directors A. changes in Directors and Key Managerial Personnel
Mrs. Sheela Ayyar was appointed as additional director on the Board effective 27.07.2015. Her appointment was regularized in the last AGM. She was then appointed as Independent Director as per the provisions of the Companies Act, 2013 in the EGM held on 09.01.2016. As on March 31, 2016 the Board of the Company comprises of four directors viz. Mr. Abhishek Patel, Managing Director, one Non-Executive Director and two Independent Directors.
B. Declaration by an Independent Director(s)
All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 read with SEBI (LODR) Regulations, 2015.
c. Formal Annual Evaluation
Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 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 & Remuneration and other Committees as required. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.
familiarization program for independent directors
All new Independent Directors inducted into the Board are familiarized with the organization. The details of such program are provided in corporate governance report and are also available on website of the Company.
MEETINGS OF THE BOARD OF DIRECTOR
During the year, in all nine Board Meetings were held i.e. on 15th May, 2015, 27th July, 2015, 12th August, 2015, 15th September, 2015, 7th November, 2015, 11th December 2015, 29th January, 2015, 9th February, 2016 and 25th March, 2016. The time gap between any two meetings was not more than 120 days.
The details of Directors and their attendance record at Board Meetings held during the year and at the last Annual General Meeting, number of other directorships and chairmanships/memberships of committees, and other Committees of the Company is given in Corporate Governance Report.
WHISTLE BLOWER POLICY
The Company has formulated Whistle Blower Policy as per the SEBI (LODR) Regulations, 2015 to enable the employees to raise any concern, query and to deal with instance of fraud and mismanagement. The details of the said policy are explained in the Corporate Governance Report and circulated to the employees internally.
loans, guarantees or investments under section 186 contracts or arrangements with related PARTIES
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business.
Pursuant to Section 134 read with rule of the Companies (Accounts) Rules 2014, there are no transactions to be reported under section 188(1) of the Companies Act, 2013. The related party policy as approved by the Board is available on the website of the Company.
The disclosure in Form AOC-2 as per the provisions of Section 188 of the Companies Act, 2013 and rules made there under is not required since there are no material contracts or arrangements entered into by the Company as per the Policy of Materiality framed forming part of Related Party Transaction policy of the Company.
Related Party Transactions as required under Accounting Standards are reported under the notes to the financial statements.
The policy for determining material subsidiary and policy for dealing with related party transaction is available on the website of the Company www.rishitechtex.com
particulars of employees
The Statement containing particulars of employees as required and the ration of remuneration of managing Director to the median employees'' remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) and (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report as "Annexure c".
secretarial audit report
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Sudhanwa S. Kalamkar & Associates, Company Secretary in practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as âAnnexure D".
corporate social responsibility (csr)
Pursuant to provisions of the Companies Act, 2013, it is not applicable to the Company.
STATEMENT ON SALIENT FEATURES OF FINANCIAL STATEMENT
Statement on salient features of Financial Statement in Form AOC-3 is not required since entire Annual Report is being sent to all Shareholders in the manner specified under Rule 11 of the Companies (Accounts) Rules, 2014.
committees of the board Audit committee
The Company has a Qualified Audit Committee as per the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The necessary details in this regard form part of Corporate Governance Report.
Nomination & Remuneration committee
The Company has a Nomination & Remuneration Committee as per the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The necessary details in this regard form part of Corporate Governance Report.
Risk Management Policy
The Company has developed a very comprehensive risk management policy under which all key risks and mitigation plans are compiled into a Risk Matrix. The same is reviewed quarterly by senior management and periodically also by the Risk Management Committee of the Board.
stakeholders relationship committee
The Company has a Stakeholders Relationship Committee as per the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The necessary details in this regard form part of Corporate Governance Report.
directors'' responsibility statement
In terms of Section 134(3)(c) of the Companies Act, 2013 and to the best of their knowledge, belief and according to the information and explanations obtained by them, your Directors make the following statements that:
(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) the directors had 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 had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safe guarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis;
(e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;
(f) 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.
acknowledgements
The directors place on record their appreciation of the efficient and loyal services rendered by the staff and workmen as also help and guidance received from Canara Bank.
By order of the Board of Directors
For Rishi Techtex Ltd.
Date: 11.05.2016
Place: Mumbai
Abhishek Patel
(Managing Director)
Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting their 31st Annual Report on
the business and operations of the Company and the accounts for the
Financial Year ended March 31, 2015.
FINANCIAL SUMMARY OF THE COMPANY FINANCIAL RESULTS
Rs. in Lacs
2014-15 2013-14
Total Income 4875.25 4392.13
Profit before Tax 132.17 126.82
Provision for Tax Nil Nil
Profit after Tax 132.17 126.82
Balance Brought forward from Previous year (129.92) (256.74)
Balance available for appropriation 2.25 (129.92)
General Reserve 401.88 401.88
Surplus Carried to the next years account 2.25 (129.92)
DIVIDEND
To strengthen the cash flow of the Company, the Directors decided not
to declare any dividend in the year.
RESERVES
As on March 31, 2015 the reserves and surplus has increased to Rs.
868.17 Lac as compared to Rs. 736.00 achieved during the last year.
COMPANY'S WORKING DURING THE YEAR
During the year the Company earned total income of Rs. 4875.25 Lacs as
compared to Rs. 4392.13 earned in the previous year showing an increase
in 11%. The operations during the year have resulted in a profit of Rs.
132.17 Lacs.
INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Company has an Internal Control System, commensurate with the size,
scale and complexity of its operations. To maintain its objectivity and
independence, the Internal Audit function reports to the Chairman of
the Audit Committee of the Board.
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 of the Company.
Based on the report of internal audit corrective action are undertaken.
SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES
The Company has no subsidiary or joint venture company or associate
company.
DEPOSITS
The details relating to deposits, covered under Chapter V of the Act,
are as follows:
a) accepted during the year; : 67.95 Lacs
b) remained unpaid or unclaimed as at the end of the year; Nil
c) whether there has been any default in repayment of deposits or
payment of interest thereon during the year and if so, number of such
cases and the total amount involved;
(i) at the beginning of the year - NIL
(ii) maximum during the year - Nil
(iii) at the end of the year; - Nil
The details of deposits which are not in compliance with the
requirements of Chapter V of the Act Nil
STATUTORY AUDITORS
M/s. Alladi Krishnan & Kumar, Chartered Accountants, Statutory Auditors
of the Company (Firms reg. No. 100282W) retire and offer themselves
for re- appointment.
The Company has obtained the requisite certificate required under
section 139 of the Companies Act, 2013 to the effect that their
re-appointment, if made, will be in conformity with limits specified in
the said section and criteria stipulated under section 141 of the
Companies Act, 2013.
As per the provisions of the Companies Act, 2013, the Auditors Report
forms part of Annual Report.
SHARE CAPITAL
The paid up Equity Share Capital as on March 31, 2015 is Rs. 552.20
Lacs. As on March 31, 2015, following two directors are holding shares
of the Company:
Mr. Abhishek Patel Mr. Pranav Patel
EXTRACT OF THE ANNUAL RETURN
The details forming part of the extract of the Annual Return in form
MGT 9 is annexed herewith as "Annexure A".
MANAGEMENT DISCUSSION AND ANALYSIS
The management discussion and analysis on the operations of the Company
is provided in a separate section and forms part of this report.
CORPORATE GOVERNANCE REPORT
Report on Corporate Governance and Certificate of the Auditors of your
Company regarding compliance of the conditions of Corporate Governance
as stipulated in Clause 49 of the Listing Agreement with the Stock
exchanges, is provided in a separate section and forms part of this
report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information required to be disclosed is set out in "Annexure B".
DIRECTORS:
A. Changes in Directors and Key Managerial Personnel
Mr. Harshad Patel, Chairman of the Company had resigned with effect
from 18.2.2015. The Board of the Company comprises of three directors
viz. Mr. Abhishek Patel, Managing Director and two other independent
Directors.
B. Declaration by an Independent Director(s)
All Independent Directors have given declarations that they meet the
criteria of independence as laid down under Section 149(6) of the
Companies Act, 2013 read with Clause 49 of the Listing Agreement
C. Formal Annual Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, 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 &
Remuneration and other Committees as required. The manner in which the
evaluation has been carried out has been explained in the Corporate
Governance Report.
Meetings of the Board of Director
During the year, in all five Board Meetings were held i.e. on 29th May,
2014, 13th August, 2014, 11th November, 2014, 10th February, 2015 and
23rd March, 2015. The time gap between any two meetings was not more
than 120 days.
The details of Directors and their attendance record at Board Meetings
held during the year and at the last Annual General Meeting, number of
other directorships and chairmanships/ memberships of committees, and
other Committees of the Company is given in corporate governance report.
WHISTLE BLOWER POLICY
The Company has formulated Whistle Blower Policy as per the provisions
of Clause 49 of the Listing Agreement. The details of the said policy
are explained in the Corporate Governance Report and circulated to the
employees internally.
LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the
notes to the Financial Statements.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the
financial year were on an arm's length basis and were in the ordinary
course of business.
Pursuant to section 134 read with rule of the Companies (Accounts)
Rules 2014, there are no transactions to be reported under section
188(1) of the Companies act, 2013. The related party policy as approved
by the Board is available on the website of the Company.
The disclosure in Form AOC-2 as per the provisions of Section 188 of
the Companies Act, 2013 and rules made there under is not required
since there are no material contracts or arrangements entered into by
the Company as per the Policy of Materiality framed forming part of
Related Party Transaction policy of the Company.
Related Party Transactions as required under Accounting Standards are
reported under the notes to the financial statements.
PARTICULARS OF EMPLOYEES
During the year under report, no employees have drawn remuneration in
excess of the limits laid down under Section 197 of the Companies Act,
2013 read with Rule 5(2) of The Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014.
The additional information as required pursuant to Section 197 read
with Rule, 5 of The Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 in respect of employees of the
Company, is annexed herewith as "Annexure C".
SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company has appointed Sudhanwa S. Kalamkar
& Associates, Company Secretaries in practice to undertake the
Secretarial Audit of the Company. The Report of the Secretarial Audit
Report is annexed herewith as "Annexure D".
DIRECTORS' RESPONSIBILITY STATEMENT
in terms of Section 134(3)(c) of the Companies Act, 2013 and to the
best of their knowledge, belief and according to the information and
explanations obtained by them, your Directors make the following
statements that:
(a) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(b) the directors had 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 had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern
basis;
(e) the directors, had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively.
(f) 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.
Corporate Social Responsibility Policy (CSR)
CSR Policy is not applicable to the Company.
Statement on Salient Features of Financial Statement
Statement on salient features of Financial Statement in Form AOC-3 is
not required since Entire Annual Report is being sent to all
Shareholders in the manner specified under Rule 11 of the Companies
(Accounts) Rules, 2014.
Audit Committee
The Company has a Qualified Audit Committee as per the provisions of
the Companies Act, 2013 and Listing Agreement with Stock Exchange. The
necessary details in this regard form part of Corporate Governance
Report.
Nomination & Remuneration Committee
The Company has a Nomination & Remuneration Committee as per the
provisions of the Companies Act, 2013 and Listing Agreement with Stock
Exchange. The necessary details in this regard form part of Corporate
Governance Report.
Risk Management Policy
The Company has developed a very comprehensive risk management policy
under which all key risks and mitigation plans are compiled into a Risk
Matrix. The same is reviewed quarterly by senior management and
periodically also by the Risk Management Committee of the Board.
ACKNOWLEDGEMENTS
The Directors place on record their appreciation of the efficient and
loyal services rendered by the Staff and workmen as also help and
guidance received from Canara Bank.
By Order of the Board of Directors
For Rishi Techtex Ltd.
Place : Mumbai
Dated : 15th May, 2015 Abhishek Patel
(Managing Director)
Mar 31, 2014
The Members of
FINANCIAL RESULTS
Rs. in Lacs
2013-14 2012-13
Total Income 4392.13 3604.15
Earning before Interest & Depreciation 455.37 211.47
Interest 184.56 188.71
Depreciation 143.99 118.93
Profit before Tax 126.82 (96.17)
Provision for Tax Nil Nil
Profit after Tax 126.82 (96.17)
OPERATING RESULTS
During the year your Company earned total Income of Rs.4392.13 lacs as
compared to Rs.3604.15 lacs earned in the previous year showing an
increase of 21.86%. The operations during the year have resulted in a
profit of Rs. 126.82 Lacs as compared to loss of Rs.96.17 Lacs suffered
in the previous year.
EXPANSION PLAN
The Company initiated a Modernisation plan in September 2013. We have
replaced our old 50 looms by new 30 looms. The new looms will give us
the same production which 50 old looms were giving, but by replacing
the old looms we were able to reduce the running cost of labour and
power and has provided space for further expansion/modernization.
CURRENTYEAR
Sales for the first two months of the current year amounted to
Rs.862.00 Lacs as compared to Rs. 576.56 Lacs achieved in the same
period in the previous year. With revision in prices the Directors feel
that the margins will improve leading to positive results.
DIVIDEND
On account of losses suffered by the Company, the Directors express
their inability to declare dividend.
INSURANCE
All the properties of the Company have been adequately insured against
fire, riot, earthquake, and various other risks.
FIXED DEPOSITS
During the period under report, the Company has neither accepted any
further Deposits neither refunded, so the total deposits outstanding at
the end of the year amounts to Rs.67.09 lacs.
DIRECTORS
Mr. Abhishek Patel is presently working as Whole-Time Director of the
Company. It is proposed to appoint him as a Managing Director of the
Company for three years with effect from 1st November 2014.
Mr. Arvind Nopany and Mr. Pranav Patel, Independent Directors of the
Company are being proposed to be appointed as Independent Directors of
the Company for the period of five years in terms of Section 149, 152
and other applicable provisions, if any, of the Companies Act, 2013
read with Companies (Appointment and Qualification of Directors) Rules,
2014, at the ensuing Annual General Meeting of the Company.
Appropriate resolutions for the appointment/re- appointment of Director
are being placed for your approval at the ensuing Annual General
Meeting.
DIRECTORS RESPONSIBILITY STATEMENT
Your Directors hereby Report:
(A) That in the preparation of Annual Accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departure, if any.
(B) That the directors have selected such Accounting Policies and
applied them consistently and made judgement and estimates that are
reasonable and prudent so as to give a true and fair view of the State
of Affairs of the Company as at 31st March, 2014.
(C) That the Directors have taken the proper and suffcient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safe guarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
(D) That the Directors have prepared the Accounts on a going concern
basis.
MANAGEMENT DISCUSSION AND ANALYSIS
The management discussion and analysis on the operations of the Company
is provided in a separate section and forms a part of this report.
CORPORATE GOVERNANCE REPORT
Report on Corporate Governance and Certificate of the Auditors of your
Company regarding compliance of the conditions of Corporate Governance
as stipulated in Clause 49 of the Listing Agreement with the Stock
exchanges, are enclosed.
PARTICULARS OF EMPLOYEES
During the year under report, no employees have drawn remuneration in
excess of the limits laid down under section 217(2A) of the Companies
Act, 1956 read with the Companies (Particulars of Employees)
(Amendment) Rules, 2011
THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF
DIRECTORS) RULES, 1988
The information required to be disclosed is set out in Annexure
AUDITORS
M/s. Alladi Krishnan & Kumar, Chartered Accountants, Statutory Auditors
of the Company retire and offer themselves for re-appointment.
The Company has obtained the requisite certificate required under
section 224 of the Companies Act, 1956 to the effect that their
re-appointment, if made, will be in conformity with limits specified in
the said section.
APPRECIATIONS
The Directors place on record their appreciation of the efficient and
loyal services rendered by the Staff and workmen as also help and
guidance received from Canara Bank.
By Order of the Board of Directors
For Rishi Techtex Ltd.
Place : Mumbai
Dated : 29th May, 2014 Harshad B. Patel
(Chairman)
Mar 31, 2013
FINANCIAL RESULTS
Rs. in Lacs
2012-13 2011-12
Total Income 3604.15 3624.13
Earning before Interest & Depreciation 211.47 308.65
Interest 188.71 159.38
Depreciation 118.93 98.27
Profit before Tax (96.17) 105.51
Provision for Tax
Profit after Tax (96.17) 105.51
OPERATING RESULTS
During the year your Company earned a total Income of Rs.3604 lacs as
compared to Rs.3624 lacs earned in the previous year. The operations
during the year resulted in a loss of Rs.96.17 Lacs as compared to a
profit of Rs.105.51 Lacs achieved in the previous year. The Company
suffered losses mainly on account of increase in cost of raw materials
which could not be passed on to the customers. During the current year,
the Company has revised the prices which should improve the margins.
EXPANSION PLAN
The Expansion plan initiated in 2011, was completed by June 2012. The
full benefit of expansion could not be availed in the year under report
due to several bottlenecks such as timely non-availability of certain
raw materials, frequent increase in cost of raw materials, resistance
by customers in price increase etc. As stated above, we have revised
the prices both in export and domestic front and hope to show improved
results.
CURRENTYEAR
Sales for the first two months of the current year amounted to
Rs.576.56 Lacs as compared to Rs.674.88 Lacs achieved in the same
period in the previous year. With revision in prices the Directors feel
that the margins will improve leading to positive results.
DIVIDEND
On account of losses suffered by the Company, the Directors express
their inability to declare dividend.
INSURANCE
All the properties of the Company have been adequately insured against
fire, riot, earthquake, and various other risks.
FIXED DEPOSITS
During the period under report, the Company accepted Deposits amounting
to Rs.6.15 lacs and refunded Deposits amounting Rs.1.70 lacs. The total
deposits outstanding at the end of the year amounts to Rs.67.09 lacs.
DIRECTORS
Mr. Arvind Nopany retires by rotation and being eligible, offers
himself for re-appointment.
During the year under Report, Mrs. Smita Patel resigned as Director.
The Board would like to place on record the valuable services rendered
by her during her tenure.
Mr. Abhishek Patel was appointed as whole-Time Director on 1st
November, 2012 to hold that office for a period of three years.
DIRECTORS RESPONSIBILITY STATEMENT
Your Directors hereby Report:
A That in the preparation of Annual Accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departure, if any.
B. That the Directors have selected such Accounting policies and
applied them Consistently and made judgment and estimates that are
reasonable and prudent so as to give a true and fair view of the State
of Affairs of the Company as at March 31, 2013 and of Profit and Loss
account for the year ended March 31, 2013.
C. 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, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
D. That the Directors have prepared the Accounts on a going concern
basis.
PARTICULARS OF EMPLOYEES
During the year under Report, no employee has drawn remuneration in
excess of the limits laid down under Section 217 (2A) of the Companies
Act, 1956.
THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF
DIRECTORS) RULES, 1988.
The information required to be disclosed is set out in Annexure.
AUDITORS
M/s. Alladi Krishnan & Kumar, Chartered Accountants, Statutory Auditors
of the Company retire and offer themselves for re-appointment. The
Company has obtained the requisite certificate required under section
224 of the Companies Act, 1956 to the effect that their re-appointment,
if made, will be in conformity with limits specified in the said
section.
APPRECIATIONS
The Directors place on record their appreciation of the efficient and
loyal services rendered by the Staff and workmen as also help and
guidance received from Canara Bank.
Place : Mumbai By Order of the Board
Date :30th May, 2013 Harshad B. Patel
Chairman
Mar 31, 2012
FINANCIAL RESULTS
Rs. in Lacs
2011-12 2010-11
Total Income 3867.94 3166.73
Earning before Interest & Depreciation 363.16 375.36
Interest 159.38 157.98
Depreciation 98.27 105.22
Profit before Tax 105.51 112.16
Provision for Tax - -
Profit after Tax 105.51 112.16
OPERATING RESULTS
During the year the Gross sales of the Company were Rs.3867.94 Lacs as
compared to Rs.3166.73 Lacs achieved in the previous year, registering
an increase of 22% over previous year. The Net Profit at Rs. 105.51
Lacs is slightly lower than Rs.112.16 Lacs earned in the previous year.
The profits did not keep pace with the turnover mainly on account of
competitive environments where the Company had to operate under thin
margins.
EXPANSION PLAN
Your Company will be undertaking an expansion programme costing around
Rs.400 lacs. Canara Bank has agreed to provide financial assistance to
the extent of Rs.300 lacs for the project. Your Company has imported
four Warp Rachel Knitting machines costing around Rs.250 lacs. The
erection will be completed during the current year. These machines will
increase the capacity of Raschel Division.
CURRENTYEAR
Sales for the first two months of the current year amounted to Rs.
576.56 Lacs as compared to Rs.674.88 Lacs achieved in the same period
in the previous year.
DIVIDEND
With intention to conserve resources, the Directors have decided not to
declare dividend.
INSURANCE
All the properties of the Company have been adequately insured against
fire, riot, earthquake, and various other risks.
FIXED DEPOSITS
During the period under report, the Company Renewed Fixed Deposits
amounting to Rs.31.02 and refunded Deposits worth Rs.2.07 lacs. The
total deposits outstanding at the end of the year amounts to Rs.62.46
lacs.
DIRECTORS
Mr. Pranav Patel retires by rotation and being eligible, offers himself
for re-appointment.
DIRECTORS RESPONSIBILITY STATEMENT
Your Directors hereby Report:
A That in the preparation of Annual Accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departure, if any.
B. That the Directors have selected such Accounting policies and
applied them Consistently and made judgment and estimates that are
reasonable and prudent so as to give a true and fair view of the State
of Affairs of the Company as at March 31, 2012 and of Profit and Loss
account for the year ended March 31, 2012.
C. 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, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
D. That the Directors have prepared the Accounts on a going concern
basis.
PARTICULARS OF EMPLOYEES
During the year under Report, no employee has drawn remuneration in
excess of the limits laid down under Section 217 (2A) of the Companies
Act, 1956.
THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF
DIRECTORS) RULES, 1988.
The information required to be disclosed is set out in Annexure.
AUDITORS
M/s. Alladi Krishnan & Kumar, Chartered Accountants, Statutory Auditors
of the Company retire and offer themselves for re-appointment.The
Company has obtained the requisite certificate required under section
224 of the Companies Act, 1956 to the effect that their re-appointment,
if made, will be in conformity with limits specified in the said
section.
APPRECIATIONS
The Directors place on record their appreciation of the efficient and
loyal services rendered by the Staff and workmen as also help and
guidance received from Canara Bank.
Place : Mumbai By Order of the Board
Date : 29th May, 2012 Harshad B. Patel
Chairman
Mar 31, 2011
Dear Members,
FINANCIAL RESULTS
Rs. in Lacs
2010-11 2009-10
Total Income 3166.73 2242.53
Earning before Interest & 375.36 264.48
Depreciation
Interest 157.98 151.52
Depreciation 105.22 141.95
Profit before Tax 112.16 (28.99)
Provision for Tax - -
Profit after Tax 112.16 (28.99)
OPERATING RESULTS
During the year the Gross Sales of the Company went up from Rs. 2242.53
Lacs to Rs.3166.73 Lacs registering an increase of 41.21% over previous
year. The EBIDT at Rs.375.36 is higher by 41.92% as compared to the
previous year. After providing for Rs.157.98 Lacs towards interest and
Rs.105.22 Lacs towards Depreciation, the operations of the Company
resulted in a profit of Rs.112.16 Lacs as compared to a loss of
Rs.28.99 Lacs suffered in the previous year.
DIVIDEND
With intention to conserve resources, the Directors have decided not to
declare dividend.
CURRENTYEAR
The current year has begun on an optimistic note with the turn over
exceeding Rs.3.00 Crores. in April 2011. We expect to achieve sales in
excess of Rs. 40 Crores in the current year, which will be more than
20% growth over previous year.
INSURANCE
All the properties of the Company have been adequately insured against
fire, riot, earthquake, and various other risks.
FIXED DEPOSITS
During the period under report, the Company accepted Deposit worth 0.70
lacs and renewed Fixed Deposits amounting to Rs. 12.14 lacs. The total
deposits outstanding at the end of the year amounts to Rs. 64.77 lacs.
DIRECTORS
Mr. Arvind Nopany retires by rotation and being eligible, offers
himself for re-appointment.
DIRECTORS RESPONSIBILITY STATEMENT
Your Directors hereby Report:
A That in the preparation of Annual Accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departure, if any.
B. That the Directors have selected such Accounting policies and
applied them Consistently and made judgment and estimates that are
reasonable and prudent so as to give a true and fair view of the State
of Affairs of the Company as at March 31, 2011 and of Profit and Loss
account for the year ended March 31, 2011.
C. 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, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
D. That the Directors have prepared the Accounts on a going concern
basis.
PARTICULARS OF EMPLOYEES
During the year under Report, no employee has drawn remuneration in
excess of the limits laid down under Section 217 (2A) of the Companies
Act, 1956.
THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF
DIRECTORS) RULES, 1988.
The information required to be disclosed is set out in Annexure.
AUDITORS
M/s. Alladi Krishnan & Kumar, Chartered Accountants, Statutory Auditors
of the Company retire and offer themselves for re-appointment.
The Company has obtained the requisite certificate required under
section 224 of the Companies Act, 1956 to the effect that their
re-appointment, if made, will be in conformity with limits specified in
the said section.
APPRECIATIONS
The Directors place on record their appreciation of the efficient and
loyal services rendered by the Staff and workmen as also help and
guidance received from Canara Bank.
By Order of the Board
Harshad B. Patel
Chairman
Place : Mumbai
Date : 5th May, 2011
Mar 31, 2010
FINANCIAL RESULTS:
Rs. in Lacs
2009-10 2008-09
Total Income 2242.53 2123.31
Earning before Interest & Depreciation 264.48 265.59
Interest 151.52 160.71
Depreciation 141.95 142.36
Profit before Tax (28.99) (37.48)
Provision for Tax - 1.37
Profit after Tax (28.99) (38.85)
OPERATING RESULTS
During the year the turnover of the Company went up from 2123.31 Lacs
to Rs. 2242.53 Lacs, showing an increase of 5.6% over previous year.
However, the EBIDT is lower than that in the previous year mainly on
account of higher material consumption cost. After providing for Rs.
151.52 Lacs towards interest and Rs. 141.95 Lacs towards Depreciation,
the operations of the Company resulted in a loss of Rs. 28.99 Lacs as
Compared to a Loss of Rs. 37.48 Lacs suffered in the previous year.
DIVIDEND
In view of inadequacy of profits, the Directors regret their inability
to declare dividend.
CURRENT YEAR
The Sales during the period upto the date of this Report are Rs. 321
Lacs as compared to Rs. 367 Lacs in the same period in the previous
year.
INSURANCE
All the properties of the Company have been adequately insured against
fire, riot, earthquake, and various other risks.
FIXED DEPOSITS
During the period under report, the Company has Renewed Fixed Deposits
amounting to Rs.11.84 Lacs. The total deposits outstanding at the end
of the year amounts to Rs. 64.01 Lacs.
DIRECTORS
Mr. Pranav Patel retires by rotation and being eligible, offers himself
for re-appointment.
DIRECTORS RESPONSIBILITY STATEMENT
Your Directors hereby Report:
A That in the preparation of Annual Accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departure, if any.
B. That the Directors have selected such Accounting policies and
applied them Consistently and made judgment and estimates that are
reasonable and prudent so as to give a true and fair view of the State
of Affairs of the Company as at March 31, 2010 and of Profit and Loss
account for the year ended March 31, 2010.
C. 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, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
D. That the Directors have prepared the Accounts on a going concern
basis.
PARTICULARS OF EMPLOYEES
During the year under Report, no employee has drawn remuneration in
excess of the limits laid down under Section 217 (2A) of the Companies
Act, 1956.
THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF
DIRECTORS) RULES, 1988.
The information required to be disclosed is set out in Annexure.
AUDITORS
M/s. Alladi Krishnan & Kumar, Chartered Accountants, Statutory Auditors
of the Company retire and offer themselves for re-appointment. The
Company has obtained the requisite certificate required under section
224 of the Companies Act, 1956 to the effect that their re-appointment,
if made, will be in conformity with limits specified in the said
section.
APPRECIATIONS
The Directors place on record their appreciation of the efficient and
loyal services rendered by the Staff and workmen as also help and
guidance received from Canara Bank.
Place : Mumbai By Order of the Board
Date : 29.05.2010 Harshad B. Patel
Chairman
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