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Riddhi Corporate Services Ltd.

BSE: 540590 Sector: Others
NSE: N.A. ISIN Code: INE325X01015
BSE 00:00 | 26 Mar Riddhi Corporate Services Ltd
NSE 05:30 | 01 Jan Riddhi Corporate Services Ltd
OPEN 62.40
PREVIOUS CLOSE 62.00
VOLUME 35000
52-Week high 71.00
52-Week low 31.43
P/E 75.61
Mkt Cap.(Rs cr) 71
Buy Price 42.15
Buy Qty 3500.00
Sell Price 71.00
Sell Qty 7000.00
OPEN 62.40
CLOSE 62.00
VOLUME 35000
52-Week high 71.00
52-Week low 31.43
P/E 75.61
Mkt Cap.(Rs cr) 71
Buy Price 42.15
Buy Qty 3500.00
Sell Price 71.00
Sell Qty 7000.00

Riddhi Corporate Services Ltd. (RIDDHICORPORATE) - Director Report

Company director report

To

The Members

Riddhi Corporate Services Limited

Your Directors have pleasure in presenting the Seventh Annual Report together with theAudited accounts of the Company for the financial year ended on March 31 2017.

FINANCIAL RESULTS:

( Rs. In lacs)

Particulars For the year ended on For the year ended on
31st March 2017 31st March 2016
Net Total Income 6985.41 4225.44
Less: Operating and Admin. Exps 6518.32 3667.44
Profit before depreciation and Taxes 467.09 558
Less: Depreciation 51.68 49.26
Less: Extraordinary/Exceptional Items 0 0
Net Profit/(Loss) on sale of Fixed Assets 0 0
Profit before Tax (PBT) 415.41 508.74
Less: Taxes (including deferred tax and 166.18 196.77
fringe benefit tax)
Profit after Tax (PAT) 249.22 311.97
Balance Available for appropriation
Which the Directors propose to appropriate
as under:
(i) Proposed Dividend NIL NIL
(ii) Corporate Dividend Tax NIL NIL
Surplus Carried to Balance Sheet 249.22 311.97
Earnings Per Equity Share 10.84 13.56
Basic 10.84 13.56
Diluted 10.84 13.56

HIGHLIGHTS OF PERFORMANCE:

The company has posted a satisfactory performance for the year under review. The totalrevenue of the Company has increased from Rs. 422543404/- to Rs. 698541407/-The profitbefore tax of the Company has decreased from Rs.50873623/- to Rs.41540333/-. The netprofit after tax has also decreased to Rs. 24921699/- as compared to previous year'snet profit after tax of Rs. 31196293/-. We remained resolute and relentless in ourquest for strengthening our cost-competiveness better management of working capital andoperational excellence across all businesses.

DIVIDEND:

Keeping in view the financial results and in order to conserve financial resources forthe future requirement of the fund your directors do not recommend any dividend duringthe year under review.

PUBLIC DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.

SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANY:

As on 31st March 2017 your Company has three Subsidiary Companies. The details of thesame are as under:

1. RCSPL Share Broking Private Limited. 2. RCSPL Multicommodities Private Limited.

3. RCSPL Share Broking IFSC Private Limited. (Step-Down Subsidiary)

DEPOSITORY SYSTEM:

As members are aware the company's shares are compulsorily tradable in the electronicform so that company has converted its all physical shares into dematerialised formw.e.f.20th June 2017.

EXTRACT OF ANNUAL RETURN AS PER SECTION 92 (3) OF COMPANIES ACT 2013:

The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith as "Annexure -A".

BOARD MEETINGS HELD DURING THE YEAR:

Date on which board Meetings were held Total Strength of the Board No of Directors Present
1 01/05/2016 3 3
2 21/05/2016 3 3
3 31/05/2016 3 3
4 21/06/2016 3 3
5 22/06/2016 3 3
6 30/06/2016 3 3
7 12/08/2016 3 3
8 01/09/2016 3 3
9 15/11/2016 3 3
10 27/01/2017 3 3
11 15/03/2017 3 3
12 30/03/2017 6 6

. ATTENDANCE OF DIRECTORS AT BOARD MEETINGS:

Name of Directors No. of Meeting Held No. of Meeting Attended
12 12
1. ALPITKUMAR P. GOR
2. PRAVINCHANDRA K. GOR 12 12
3. JAYSHREEBEN P. GOR 12 12
4. VIPUL SURENDRABHAI PANDIT 1 1
5. SOUMYARANJAN K. PRADHAN 1 1
6. KALPESHBHAI C. SHUKLA 1 1

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In terms of Section 152 of the Companies Act 2013 Mrs. Jayshreeben P. Gor (DIN No.03267963) is liable to retire by rotation at forthcoming AGM and being eligible offershimself for re-appointment.

During the Year under review as per the Section 203 the Board of Directors approvedthe appointments of Mrs. Shobha Bharti as Whole time Company Secretary (KMP) of theCompany w.e.f 15th March 2017.

During the Year under review as per the Section 203 the Board of Directors approvedthe appointments of Mr. Manish Joshi as Chief Financial Officer (KMP) of the Company w.e.f15th March 2017.

During the Year under review the Board of Directors approved the appointments of Mr.Vipul Surendrabhai Pandit (DIN: 07768639) as an Additional Independent Director of theCompany w.e.f. 30th March 2017 under Section 161 of Companies Act 2013 whohold the office upto the date of ensuing Annual General Meeting. The Company has receiveda notice in writing under section 160 of the Companies Act 2013 form a member proposinghis appointment as Director. The Board of Directors recommends his appointment.

During the Year under review the Board of Directors approved the appointments of Mr.Soumyaranjan Kanhucharan Pradhan (DIN: 07770382) as an Additional Independent Director ofthe Company w.e.f. 30th March 2017 under Section 161 of Companies Act 2013who hold the office upto the date of ensuing Annual General Meeting. The Company hasreceived a notice in writing under section 160 of the Companies Act 2013 form a memberproposing his appointment as Director. The Board of Directors recommends his appointment.

During the Year under review the Board of Directors approved the appointments of Mr.Kalpeshbhai Chandrakishorebhai Shukla (DIN: 07773003) as an Additional IndependentDirector of the Company w.e.f. 30th March 2017 under Section 161 of CompaniesAct 2013 who hold the office upto the date of ensuing Annual General Meeting. The Companyhas received a notice in writing under section 160 of the Companies Act 2013 form amember proposing his appointment as Director. The Board of Directors recommends hisappointment.

The Company has received necessary declaration from each independent director underSection 149(7) of the Companies Act 2013 that he/she meets the criteria of independencelaid down in Section 149(6) of the Companies Act 2013.

All the directors of the Company have confirmed that they are not disqualified frombeing appointed as directors in terms of Section 164 of the Companies Act 2013.

MATTERS AS PRESCRIBED UNDER SUB-SECTIONS (1) AND (3) OF SECTION 178 OF THE COMPANIESACT 2013:

The policy of the Company on directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters provided under Sub section (3) of Section 178 of the Companies Act2013. We affirm that the remuneration paid to the directors is as per the terms laid outin the nomination and remuneration policy of the Company.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual evaluation of its own performance the directors individually as well as theevaluation of the working of its Committees. At the meeting of the Board all the relevantfactors that are material for evaluating the performance of individual Directors theBoard and its various committees were discussed in detail. A structured questionnaire eachfor evaluation of the Board its various Committees and individual Directors was preparedand recommended to the Board by Nomination & Remuneration Committee for doing therequired evaluation after taking into consideration the input received from the Directorscovering various aspects of the Board's functioning such as adequacy of the composition ofthe Board and its Committees execution and performance of specific duties obligationsand governance etc.

AUDITORS:

Statutory Auditors

M/s. NITIN K. SHAH & CO Chartered Accountant the Statutory Auditors of theCompany will retire at the conclusion of the ensuing Annual General Meeting and areeligible for reappointment. Your Company has received letter from M/s. NITIN K. SHAH &CO Chartered Accountant to the effect that their appointment if made would be withinthe prescribed limits under Section 141 of the Companies Act 2013 read with rules madethereunder and that they are not disqualified for such appointment.

Your Directors recommend the re-appointment of M/s. NITIN K. SHAH & CO CharteredAccountant as Statutory Auditors of the Company to hold office from the conclusion ofthis Annual General Meeting (AGM) till the conclusion of next Annual General Meeting ofthe Company to be held in the calendar year 2018.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

The details in respect of internal financial control and their adequacy are included inthe Management Discussion & Analysis Report which forms part of this report.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186:

Details of Loans Guarantees and Investments under the provisions of Section 186 of theCompanies Act 2013 are given in the Financial Statement of the company.

AUDIT COMMITTEE:

Audit Committee comprises of three members and all members are Independent Directors.All transactions with related parties are on an arm's length basis. During the year thereare no instances where the Board had not accepted the recommendations of the AuditCommittee.

The composition of the Audit Committee of the Board of Directors of the Companymentioned below:

Name of Directors Designation Nature of Directorship
Soumyaranjan Pradhan Chairman Independent Director
Kalpeshbhai Shukla Member Independent Director
Vipul Pandit Member Independent Director

NOMINATION AND REMUNERATION COMMITTEE:

Nomination and Remuneration Committee comprises of three members of which threeincluding the Chairman of the Committee are Independent Directors. The composition of theNomination and Remuneration Committee of the Board of Directors of the Company ismentioned below:

Name of Directors Designation Nature of Directorship
Vipul Pandit Chairman Independent Director
Kalpeshbhai Shukla Member Independent Director
Soumyaranjan Pradhan Member Independent Director

STAKEHOLDER RELATIONSHIP COMMITTEE:

Stakeholder Relationship Committee comprises of three members of which three includingthe Chairman of the Committee are Independent Directors. The composition of theStakeholder Relationship Committee Committee of the Board of Directors of the Company ismentioned below:

Name of Directors Designation Nature of Directorship
Soumyaranjan Pradhan Chairman Independent Director
Kalpeshbhai Shukla Member Independent Director
Vipul Pandit Member Independent Director

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

Corporate Social Responsibility Committee comprises of three members of which theChairman of the Committee is Independent Director. The composition of the CorporateSocial Responsibility Committee of the Board of Directors of the Company is mentionedbelow:

Name of Directors Designation Nature of Directorship
Soumyaranjan Pradhan Chairman Independent Director
Pravinchandra Gor Member Managing Director
Alpit P. Gor Member Whole-time Director

RELATED PARTY TRANSACTIONS:

All Related Party Transactions that were entered into during the financial year were onarm's length and were in the ordinary course of business. All Related Party Transactionswere placed before the Audit Committee of the Board of Directors for their approval.

All Related Party Transactions are placed before the Audit Committee. Prior omnibusapproval of the Audit Committee is obtained on a yearly basis for the transactions whichare of a foreseen and repetitive nature. The transactions entered into pursuant to theomnibus approval so granted are audited and a statement giving details of all relatedparty transactions is placed before the Audit Committee for their approval on a quarterlybasis.

As per the provisions of the Companies Act 2013 and Listing Regulation all RPTsrequire approval of the members by an ordinary resolution.

The details of the related party transactions as per Accounting Standard 18 are set outin Note to the Standalone Financial Statements forming part of this report.

All the related party transactions entered into during the financial year were on anarm's length basis and were in the ordinary course of business. Accordingly thedisclosure of related party transactions as required under Section 134(3)(h) of theCompanies Act 2013 in Form AOC 2.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.

MATERIAL CHANGES:

There are following material changes and commitments that would affect financialposition of the company:

DATE EVENT
25/05/2016 Company has increased its authorised capital from Rs. 5000000 to Rs.10000000.
16/06/2016 Company has increased its authorised capital from Rs. 10000000 to Rs. 32500000.
21/06/2016 Company has issued bonus shares.
22/06/2017 Company Listed on SME Stock Exchange on BSE.
26/08/2016 Company has acquired substantial stake in the following companies namely:
1. RCSPL Share Broking Private Limited.
2. RCSPL Multicommodities Private Limited.
01/09/2016 Conversion of the company from private limited to public limited company.
06/03/2017 RCSPL Share Broking Private Limited (Subsidiary Company) has acquired substantial stake in RCSPL Share Broking IFSC Private Limited (Step-Down Subsidiary Company)

RESERVES:

The Company has not made any transfer to the General Reserve during this year.

EMPLOYEE STOCK OPTION:

The Company has not issued any Employee Stock Option.

CASH FLOW ANALYSIS:

The Cash Flow Statement for the year under reference forms part of the Annual Report.

CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENT TECHNOLOGY ABSORPOTION FOREIGNEXCHANGEEARNINGS AND OUTGO:

A) Conservation of Energy:

Your company is serious in conserving energy by reducing consumption of power byimplementing closed monitoring and adequate maintenance and up gradation of electriccomponents and operating system. Our company has not entered into any technical supportservice contract any competent third party or the clause is not applicable.

B) Technology absorption:

Your company has not made any efforts towards technology absorption and neitherimported technology nor made any expenditure on research and developments.

C) Foreign Exchange earnings and outgo:

Foreign Exchange inflow (Rs.): NIL

Foreign Exchange outflow (Rs.): NIL