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Riddhi Corporate Services Ltd.

BSE: 540590 Sector: Others
NSE: N.A. ISIN Code: INE325X01015
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NSE 05:30 | 01 Jan Riddhi Corporate Services Ltd
OPEN 158.00
PREVIOUS CLOSE 165.00
VOLUME 4
52-Week high 214.00
52-Week low 54.00
P/E 40.94
Mkt Cap.(Rs cr) 188
Buy Price 164.00
Buy Qty 1.00
Sell Price 165.00
Sell Qty 102.00
OPEN 158.00
CLOSE 165.00
VOLUME 4
52-Week high 214.00
52-Week low 54.00
P/E 40.94
Mkt Cap.(Rs cr) 188
Buy Price 164.00
Buy Qty 1.00
Sell Price 165.00
Sell Qty 102.00

Riddhi Corporate Services Ltd. (RIDDHICORPORATE) - Director Report

Company director report

The Members

Riddhi Corporate Services Limited

Your Directors have pleasure in presenting the 9thAnnual Report togetherwith the Audited accounts of the Company for the financial year ended on March 31 2019.

1. (i) STANDALONE FINANCIAL RESULTS: ( Rs. In lacs)

PARTICULARS FOR THE YEAR ENDED ON 31ST MARCH 2019 FOR THE YEAR ENDED ON 31ST MARCH 2018
Net Total Income 5151.11 2103.50
Less: Operating and Admin. Exps 4843.39 1931.15
Profit before depreciation and Taxes 307.72 172.35
Less: Depreciation 27.07 35.49
Less: Extraordinary/Exceptional Items 0 0
Net Profit/(Loss) on sale of Fixed Assets 0 0
Profit before Tax (PBT) 280.65 136.85
Less: Taxes (including deferred tax and fringe benefit tax) 80.67 43.11
Profit after Tax (PAT) 199.98 93.74
Surplus Carried to Balance Sheet 199.98 93.74
Earnings Per Equity Share
Basic 1.76 3.08
Diluted 1.76 3.08
(ii) CONSOLIDATED FINANCIAL RESULTS ( Rs. In lacs)
PARTICULARS FOR THE YEAR ENDED ON 31ST MARCH 2019 FOR THE YEAR ENDED ON 31ST MARCH 2018
Net Total Income 6109.18 2142.5
Less: Operating and Admin. Exps 5950.20 1991.8
Profit before depreciation and Taxes 158.98 150.7
Less: Depreciation 37.07 42.85
Less: Extraordinary/Exceptional Items 0 0
Net Profit/(Loss) on sale of Fixed Assets 0 0
Profit before Tax (PBT) 121.91 107.9
Less: Taxes (including deferred tax and fringe benefit tax) 80.96 43.38
Profit after Tax (PAT) 40.95 64.51
Surplus Carried to Balance Sheet 40.95 64.51
Earnings Per Equity Share
Basic 0.36 2.12
Diluted 0.36 2.12

2. HIGHLIGHTS OF PERFORMANCE:

The company has posted a good performance for the year under review as compared toprevious year i.e.2017-2018. The total revenue of the Company has increased fromRs.210350326 to Rs. 515111162 .The profit before tax of the Company has increasedfrom Rs.13685392to Rs. 28063996. The net profit after tax has also increased from9378551to Rs.19996700. We remained resolute and relentless in our quest forstrengthening our cost-competiveness better management of working capital and operationalexcellence across all businesses.

3. DIVIDEND:

During the Period under review the board of directors of company had recommendeddeclaring the dividend payment of Rs. 0.20/- per Shares to members of the company whichwas later on approved by the members of the company.

4. 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.

5. BOARD MEETINGS HELD DURING THE YEAR:

SR NO. DATE ON WHICH BOARD MEETINGS TOTAL STRENGTH OF THE BOARD NO OF DIRECTORS PRESENT
WERE HELD
1 26/04/2018 8 7
2 30/05/2018 8 7
3 07/09/2018 8 7
4 14/11/2018 8 7
5 19/11/2018 8 7
6 29/11/2018 8 8
7 23/01/2019 8 7
8 15/03/2019 8 7

ATTENDANCE OF DIRECTORS AT BOARD MEETINGS:

SR NO. NAME OF DIRECTORS NO. OF MEETING HELD NO. OF MEETING ATTENDED
1. ALPITKUMAR P. GOR 8 8
2. PRAVINCHANDRA K. GOR 8 8
3. JAYSHREEBEN P. GOR 8 8
4. VIPUL SURENDRABHAI PANDIT 8 8
5. SOUMYARANJAN K. PRADHAN 8 8
6. KALPESHBHAI C. SHUKLA 8 8
7. UMESH ARVINDBHAI BHADRESWARA 8 8
8. SUBHASISH CHAKRABORTY 8 1

6. DEPOSITORY SYSTEM:

All the Shareholding of the company is in Dematerialised form only.

7. SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANY:

As on 31st March 2019 your Company has three Subsidiary Companies. The detailsof the same areas under:

1. RCSPL Share Broking Private Limited.

2. RCSPL Multicommodities Private Limited.

3. RCSPL Share Broking IFSC Private Limited. (Step-Down Subsidiary) 4. Vibhin OnlineServices Private Limited

8. CORPORATE GOVERNANCE:

During the period under review the Equity Shares of the company was listed on theBSE-SME Platform and therefore as per the regulation 15 of SEBI (Listing Obligation andDisclosure requirements) Regulations 2015 company has been exempt from reporting oncorporate governance. ThereforeCorporate Governance Report is not attached.

9. 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".

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In terms of Section 152 of the Companies Act 2013 Mrs.Jayshreeben PravinchandraGor (DIN: 03267963)is liable to retire by rotation at forthcoming AGM and beingeligible offers himself for re-appointment.

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.

11. MATTERS AS PRESCRIBED UNDER SUB-SECTIONS (1) AND (3) OF SECTION 178 OF THECOMPANIES ACT 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.

12. 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.

13. AUDITORS:

STATUTORY AUDITORS

M/s. NITIN K. SHAH & CO Chartered Accountant the Statutory Auditors of theCompany has been appointed by the company at its 8th Annual General Meetingheld on 28th September 2018 till the conclusion of its 11th Annual GeneralMeeting to be held for the financial year ending on 31st March. 2021. YourCompany has received letter from M/s. NITIN K. SHAH & CO Chartered Accountant to theeffect that their appointment is within the prescribed limits under Section 141 of theCompanies Act 2013 read with rules made there under and that they are not disqualifiedfor such appointment.

The Statutory Auditors report for the Financial year ended March 2019 is attached tothis report .

No Qualification or Adverse Remarks made in Statutory Report by Statutory auditors forthe financial year 2018-2019.

Directors Response to Statutory Audit Report:-

Your Board of Directors would like to clarify the qualification remarks made inSecretarial Audit Report as under:-

Qualification/ Adverse Remark Explanation :
1. During the Year Ended 31st March 2019 the Company has Paid remuneration to its Managing Director Whole time Director And Company is in process to take necessary/ pending approval from the members of the company by passing a special resolution in Members meeting in this regard.
Manager Which is Excess of limit given under Section 197(1) read with the Schedule V Of the Companies Act 2013 By Rs. 2327720/- Pending Approval from the Members of the company Impact thereof on the Financial Statement is not currently ascertainable..

SECRETARIAL AUDITORS

Your directors have appointed Amrish Gandhi & Associates Company Secretary 504Shivalik Abaise Opp. Shell Petrol Pump Anandnagar Road Satellite Ahmedabad-380015 assecretarial auditors for the financial year 2018-19.

The Secretarial Audit Report for the Financial Year ended March 2018 is attached tothis report as

"Annexure-C".

Directors Response to Secretarial Audit Report:-

Your Board of Directors would like to clarify the qualification remarks made inSecretarial Audit Report as under:-

Qualification/ Adverse Remark Explanation :
1. Managerial remuneration exceeds the requisite approvals mandated by the provisions of Section 197 read with Schedule V to Company is in process to take necessary/ pending approval from the members of the company by passing a special resolution in Members meeting in this regard.
the Companies Act 2013. The company is in the process of obtaining necessary approval from shareholders for remuneration payable to its whole time director. Pending such approvals the amount is held in trust for the company.

COST AUDITORS

Provision for appointment of Cost Auditor is not applicable to your company.

14 . 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.

15. 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.

16. 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
VipulPandit Member Independent Director

17. 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
VipulPandit Chairman Independent Director
Kalpeshbhai Shukla Member Independent Director
Soumyaranjan Pradhan Member Independent Director

18. 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 of the Board of Directors of the Company is mentionedbelow:

NAME OF DIRECTORS DESIGNATION NATURE OF DIRECTORSHIP
Soumyaranjan Pradhan Chairman Independent Director
Kalpeshbhai Shukla Member Independent Director
VipulPandit Member Independent Director

19. 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
PravinchandraGor Member Managing Director
Alpit P. Gor Member Whole-time Director

20. RELATED PARTY TRANSACTIONS:

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 which is attached with this report as "Annexure-B".

21. 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.

22. MATERIAL CHANGES:

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

DATE EVENT
21/12/2018 Company has increased authorised capital to Rs. 113750000
21/12/2018 Shareholders' approval for Issue of Bonus Shares in the ratio of 10:25
23/01/2019 Allotment of 8125000 Bonus Equity Shares to the Existing Shareholder in the ratio of 10:25

23. CHANGES IN CAPITAL STRUCTURE OF THE COMPANY:

During the Period under review the Company has increased the authorised capital of thecompany to Rs.

113750000/- (Rupees Eleven Crore Thirty Seven Lacs Fifty Thousand Only) divided intoRs. 11375000 Equity Shares of Rs. 10/- Each.

During the period under review the company has issued 8125000 Bonus Equity Shares asfully paid up Shares to the existing shareholders of the company in the ratio of 10:25(Issue of 25 Bonus Equity Shares against every 10 Equity Shares held).

24. RESERVES:

The Company has transfer profit of Rs. 19996700/-to the Reserve during this year.

25. EMPLOYEE STOCK OPTION:

The Company has not issued any shares during the financial year under the EmployeeStock Option Scheme.

26. CASH FLOW ANALYSIS:

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

27. CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENT TECHNOLOGY ABSORPOTION FOREIGNEXCHANGEEARNINGS AND OUTGO: A) CONSERVATION OF ENERGY:

The clause is not applicable.

B) TECHNOLOGY ABSORPTION:

Your company has not made any efforts towards technology absorption and neitherimported any 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

28. MANAGEMENT DISCUSSION AND ANALYSIS: ECONOMIC SCENARIO:

The financial year 2018-19 ended with an overall Gross Domestic Product (GDP)growthrate of 6.8 per cent which was marginally lower compared to the year before. The growthrate for the fourth quarter of FY 2018-19 (January to March) stood at 5.8 per cent. Thegovernment has forecasted the GDP Growth rate of 7.5 per cent for the financial year2019-20.

INDUSTRY REVIEW:

India is the topmost off shoring destination for IT companies across the world. Havingproven its capabilities in delivering both on-shore and off-shore services to globalclients emerging technologies now offer an entire new gamut of opportunities for top ITfirms in India. Export revenue of the industry is expected to grow 7-9 per centyear-on-year to US$ 135-137 billion in FY19. The industry is expected to grow to US$ 350billion by 2025 and BPM is expected to account for US$ 50-55 billion out of the totalrevenue.

REVIEW AND FUTURE OUTLOOK OF THE COMPANY:

The Company is continuously trying to accomplish the desired results. Steps have beentaken for cost diminution and quality of work by the Company. The Company will achievemore turnover by various marketing strategies offering more quality products launchingnew products and services etc. in coming years followed by increase in profit margin byway of various cost cutting techniques and optimum utilization of various resources of theCompany.

INTERNAL CONTROL SYSTEM:

The Company has proper and adequate system of internal control commensurate with thesize and nature of its business. Regular Internal Audits and Checks carried out and alsomanagement reviews the internal control system and procedures to ensure orderly andefficient conduct of business and to ensure that all assets are safeguarded and protectedagainst loss from unauthorized use or disposition and that transactions are authorizedrecorded and reported correctly. The Company has well defined internal control system. TheCompany takes abundant care to design review and monitor the working of internal controlsystem. Internal audit in the organization is an independent appraisal activity and itmeasures the efficiency adequacy and effectiveness of other controls in the organization.The Audit Committee comprising Independent Directors regularly reviews audit planssignificant audit findings adequacy of internal controls and compliance with AccountingStandards among others.

HUMAN RESOURCES:

The Company believes that its people are its most important asset and thus continuouslystrives to scale up its employee engagement through well structured systems and avisionary HR philosophy. The Company continues to lays emphasis on building and sustainingthe excellent organization climate based on human performance. Performance management isthe key word for the Company. Pursuit of proactive policies for industrial relations hasresulted in a peaceful and harmonious situation in the Company. We are highly focused ondeveloping our employees to perform with the same excellence for the challenges and hugebusiness opportunities that are envisaged in future. The Company firmly believes thatintellectual capital and human resources is the backbone of the Company's success.

CAUTIONARY STATEMENT:

Statement in the Management Discussion and Analysis describing Company's objectivesprojections estimates expectation may be forward-looking statements within the meaningof applicable securities laws and regulations. Actual result could differ materially fromthose expressed or implied. Important factors that could make a difference to theCompany's operation include economic conditions affecting demand/supply and priceconditions in the Government regulations tax laws and other status and other incidentalfactors. Further the discussion following herein reflects the perceptions on major issuesas on date and the opinion expressed here are subject to change without notice. TheCompany undertakes no obligations to publicly update or revise any of the opinions offorward looking statements expressed in this report consequent to new information futureevents or otherwise. Readers are hence cautioned not to place undue reliance on thesestatements and are advised to conduct their own investigation and analysis of theinformation contained or referred to this statement before taking any action with regardto specific objectives.

29. RISK MANAGEMENT:

The Board of Directors have developed & implemented a robust risk management policywhich identifies the key elements of risks that threatens the existence of the Company.The Audit Committee reviews the Company's financial and risk management policies and stepstaken by the Company to mitigate such risks.

30. CORPORATE SOCIAL RESPONSIBILITY:

The Company shall find out ways and means to spend the amount required as per theprovision of companies act 2013in the coming months and shall submit the relevant reportin the ensuing year. The Company could not spend the money before finalising this reportas the time was too short to identify suitable projects for spending the same.

31. PREVENTION OF SEXUAL HARASSMENT POLICY:

The Company has in place Prevention of Sexual Harassment Policy in line with therequirements of The Sexual Harassment of Women at Workplace (Prevention Prohibition&Redressal) Act 2013. All employees (permanent contractual temporary trainees) arecovered under this policy. Your Directors state that during the year under review therewere no cases filed pursuant to the aforesaid Act.

32. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability state the following: that in the preparationof the annual financial statements for the year ended March 31 2019 the applicableaccounting standards have been followed along with proper explanation relating to materialdepartures if any; that such accounting policies as mentioned in Notes to the FinancialStatements have been selected and applied consistently and judgement and estimates havebeen made that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company as at 31st March 2019 and of the profit of theCompany for the year ended on that date; that proper and sufficient care has been takenfor the maintenance of adequate accounting records in accordance with the provisions ofthe Companies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities; That the annual financial statements have beenprepared on a going concern basis.

That proper internal financial controls were in place and that the financial controlswere adequate and were operating effectively.

That systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.

33. KEY MANAGERIAL PERSON:

Mr. Pravinchandra Gor Chairman &Managing Director (C&MD)Mr. Manish JoshiChief Financial Officer (CFO) and Mr.Parth Pandya Company Secretary Cum ComplianceOfficer(CS) are the Key Managerial Personnel of the Company.

34. ENVIRONMENT AND POLLUTION CONTROL:

The Company is well aware of its responsibility towards a better and clean environment.Our efforts in environment management go well beyond mere compliance with statutoryrequirements. The Company has always maintained harmony with nature by adoptingeco-friendly technologies and upgrading the same from time to time incidental to itsgrowth programmes.

35. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Your Company is committed to highest standards of ethical moral and legal businessconduct. Accordingly the Board of Directors have formulated a Whistle Blower Policy whichis in compliance with the provisions of Section 177(10) of the Companies Act 2013. Thecompany has adopted Whistle Blower Policy to deal with any instance of fraud andmismanagement. The employees of the company are free to report violations of any lawsrules regulations and concerns about unethical conduct to the Audit Committee under thispolicy. The policy ensures that strict confidentiality is maintained whilst dealing withconcerns and also that no discrimination with any person for a genuinely raised concern.

36. THE CHANGE IN NATURE OF BUSINESS:

There is no material changes in the company held during the year.

37. PARTICULARS OF EMPLOYEES:

A statement containing the names and other particulars of employees in accordance withthe provisions of section 197(12) of the Companies Act 2013 read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is appendedas "Annexure –D" to this report.

38. ACKNOWLEDGMENT:

Your Directors are grateful to the Central Government the State Government theRegistrar of Companies Gujarat Securities and Exchange Board of India and otherRegulatory Authorities Bankers Financial Institutions Vendors and Customers for theircontinued support co-operation and guidance.We would like to express our deep sense ofappreciation for the hard work and efforts put in by the employees at all levels.We wouldlike to thank our shareholders for their cooperation and assistance during the year underreport.

By order of the Board of Directors
RIDDHI CORPORATE SERVICES LIMITED
Place: - AHMEDABAD PRAVINCHANDRA GOR
Date: - 07/09/2019 CHAIRMAN & MANAGING DIRECTOR
CIN:L74140GJ2010PLC062548 DIN: 03267951