You are here » Home » Companies » Company Overview » Riddhi Siddhi Gluco Biols Ltd

Riddhi Siddhi Gluco Biols Ltd.

BSE: 524480 Sector: Others
NSE: N.A. ISIN Code: INE249D01019
BSE 00:00 | 24 Jun 324.60 -10.90
(-3.25%)
OPEN

345.00

HIGH

345.00

LOW

320.05

NSE 05:30 | 01 Jan Riddhi Siddhi Gluco Biols Ltd
OPEN 345.00
PREVIOUS CLOSE 335.50
VOLUME 272
52-Week high 518.70
52-Week low 310.00
P/E 3.22
Mkt Cap.(Rs cr) 231
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 345.00
CLOSE 335.50
VOLUME 272
52-Week high 518.70
52-Week low 310.00
P/E 3.22
Mkt Cap.(Rs cr) 231
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Riddhi Siddhi Gluco Biols Ltd. (RIDDHISIDDHIGL) - Director Report

Company director report

To

The Members

RIDDHI SIDDHI GLUCO BIOLS LIMITED

Your Directors are pleased to present the 30th Annual Report and the AuditedAccounts of the Company for the Financial Year ended on 31st March 2021:

FINANCIAL RESULTS:

(Rs in Lakhs)

PARTICULARS Financial Year Ended 31.03.2021 Financial Year Ended 31.03.2020
Revenue from operations and other Income 30207.93 16962.43
Profit before Interest Depreciation and Tax 7734.82 9626.92
Finance Costs 841.65 1063.30
Depreciation and Amortisation Expenses 1056.77 1152.98
Profit before Tax and Exceptional items 5836.40 7410.64
Exceptional Items - -
Net Tax Expense (benefit) 4320.88 499.41
Net Profit 1515.52 6911.23

REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:

During the financial year 2020-21 the revenue from operations and other income of theCompany has increased from Rs.16962.43 lakhs to Rs.30207.93 lakhs. The Net Profit of theCompany has decreased from Rs.6911.23 lakhs to Rs.1515.52 lakhs. The net profit hasdecreased mainly on account of (a) reduction in interest income and reduction in share ofprofit from investment in subsidiary LLP as there is no major activities in the businessof LLP and (b) higher provision of income tax of Rs.4320.88 lakhs against Rs. 499.41 lakhin previous year as company has exercised the option of paying lower tax and consequentlydeferred tax assets of Rs.2706.36 lakh no longer available to the Company and said amountis charged to statement of Profit and Loss for the year ended on March 31 2021.

COVID-19:

The outbreak of Coronavirus disease (COVID-19) pandemic globally and in India iscausing significant disturbance and slowdown of economic activity.

The Company is monitoring the impact of global health pandemic on its financialposition and liquidity. The Company used the principles of prudence in applying judgmentsestimates and assumptions based on the current estimates. The Company has consideredwherever applicable the possible effects on the carrying amounts of receivablesinventories loans investments in subsidiaries and other financial assets and as on March31 2021. Based on the current indicators of future economic conditions the managementexpects to recover the carrying amount of these assets in full without any loss. Howeverthe impact of COVID 19 on the Company's Financial Results may differ from that estimatedas of the date of approval of these financial results and management will continue toclosely monitor any material changes to future economic conditions.

DIVIDEND:

Looking to the future opportunities your Directors have not recommended dividend onpaid up equity share capital of the Company for the financial year ended on 31stMarch 2021 and have decided to plough back the profit in the business of the Company.

The Dividend Distribution Policy in terms of Regulation 43A of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 ("SEBI Listing Regulations") is disclosed in the Corporate GovernanceReport and is uploaded on the Company's website www.riddhisiddhi.co.in. The same can beaccessed through the weblink http://www.riddhisiddhi.co.in/pdf/dividend-distribution-policy.pdf

TRANSFER TO RESERVE:

During the year under review the Board does not propose to carry any amount toreserves out of profit.

CHANGE IN NATURE OF BUSINESS:

During the year under review there was no change in the nature of business of theCompany. However after closure of financial year pursuant to Section 13 of the CompaniesAct 2013 read with Companies (Incorporation) Rules 2014 and other applicable provisionsof the Act and Rules made thereunder members of the Company have passed special resolutionthrough postal ballot on April 22 2021 and altered main object clause of Memorandum ofAssociation of the Company by inserting clause no. 5 relating new business activityregarding trading in paper and allied products.

DEPOSIT:

During the period under review Company has not accepted or renewed any deposits fromthe public.

SHARE CAPITAL:

The authorised Equity Share Capital of the Company as at 31st March 2021 isRs.140000000/- divided in to 14000000 Equity shares of Rs.10/- each and theauthorised Preference Share Capital of the Company is Rs.120000000/- divided in to12000000 preference shares of Rs.10/- each. The paid up Equity Share Capital as at 31stMarch 2021 is Rs.71297860/- divided in to 7129786 equity shares of Rs.10/- each.During the year under review Company has not issued shares or convertible securities orshares with differential voting rights and has also not granted any stock options or sweatequity or warrants.

FORFEITURE OF SHARES:

During the year under review Company has not forfeited any equity shares.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mr. Ganpatraj Lalchand Chowdhary (DIN: 0344816) Director of the Company will retire byrotation at the ensuing 30th Annual General Meeting and being eligible offershimself for reappointment.

During the year under review Mr. Mahendra Kumar Bhandari (DIN: 03035629) was appointedas an Additional Independent Director of the Company w.e.f. 29.08.2020 by the Board ofDirectors of the Company in its meeting held on 29.08.2020. He was appointed as anIndependent Director of the Company for a period of five consecutive years commencing from29.08.2020 to 28.08.2025 at the 29th Annual General Meeting of the Company heldon September 28 2020 by passing an ordinary resolution by the members of the Company.

However there was no changes took place in Key Managerial Personnel of the Company.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

Pursuant to Section 149(6) of the Companies Act 2013 Independent Directors of theCompany have submitted a declaration confirming the compliance of the conditions of theindependence stipulated in the aforesaid section read with Schedule IV of the CompaniesAct 2013.

NUMBER OF MEETINGS OF THE BOARD:

During the year under review 5 (five) Board Meetings of the Company were convened on22.06.2020 29.08.2020 10.11.2020 12.02.2021 and 17.03.2021.

The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013 read with General Circular no. 08/2021 of Ministry of CorporateAffairs dated 3rd May 2021 and Secretarial Standards as prescribed by theInstitute of Company Secretaries of India.

DIRECTORS' RESPONSIBILITY STATEMENT PURSUANT TO SECTION 134(3)(c) OF THE COMPANIES ACT2013:

Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability state the following:

i) that in the preparation of the annual statements the applicable accountingstandards had been followed along with proper explanation relating to material departuresif any;

ii) that accounting policies had been selected and applied them consistently andjudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of the financial year ended on 31stMarch 2021 and of the profit and loss of the company for that period;

iii) the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

iv) the Directors had prepared the annual accounts on a going concern basis;

v) the Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and

vi) the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

DETAILS OF COMMITTEE OF DIRECTORS:

Detailed note on Composition of Audit Committee of Directors Nomination andRemuneration Committee of Directors CSR Committee Finance & Investment Committee andStake Holders Relationship/ Investor Grievances Committee of Directors number of meetingsheld of each Committee during the financial year 2020-21 and meetings attended by eachmember of the Committee as required under the Companies Act 2013 are provided inCorporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY:

The report on CSR activities pursuant to clause (o) sub-section (3) of section 134 ofThe Companies Act 2013 read with the Companies (Corporate Social Responsibility policy)Rules 2014 is in "Annexure-I" to this report.

ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE ITS COMMITTEES AND INDIVIDUALDIRECTORS:

The Company has devised a Policy for performance evaluation of the Board Committeesand other individual Directors (including Independent Directors) which includes criteriafor performance evaluation of the Non-Executive Directors and Executive Directors. Theevaluation process inter alia considers attendance of Directors at Board and committeemeetings acquaintance with business communicating inter-se board members effectiveparticipation domain knowledge compliance with code of conduct vision and strategybenchmarks established by global peers etc. which is in compliance with applicable lawsregulations and guidelines.

The Board carried out annual performance evaluation of the Board Board Committees andIndividual Directors and Chairman. The Chairman of the respective Board Committees sharedthe report on evaluation with the respective Committee members. The performance of eachCommittee was evaluated by the Board based on report on evaluation received fromrespective Board Committees.

The reports on performance evaluation of the Individual Directors were reviewed by theChairman of the Board.

In compliance with the provisions of the Companies Act 2013 and SEBI (ListingObligations and Disclosures Requirements) Regulations 2015 the performance evaluationwas carried out as under Board:

Board:

In accordance with the criteria suggested by the Nomination and Remuneration Committeethe Board of Directors evaluated the performance of the Board having regard to variouscriteria such as Board composition Board processes Board dynamics etc. The IndependentDirectors at their separate meetings also evaluated the performance of the Board as awhole based on various criteria specified by Companies Act 2013. The Board and theIndependent Directors were of the unanimous view that performance of the Board ofDirectors as a whole was satisfactory.

Committees of the Board:

The performance of the Audit Committee the Nomination and Remuneration Committee andthe Stakeholders Relationship Committee was evaluated by the Board having regard tovarious criteria such as committee composition committee processes committee dynamicsetc. The Board was of the unanimous view that all the committees were performing theirfunctions satisfactorily and according to the mandate prescribed by the Board under theregulatory requirements including the provisions of the Act the Rules framed there underand the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015.

Individual Directors:

Independent Directors: -

In accordance with the criteria suggested by the Nomination and Remuneration Committeethe performance of each Independent Director was evaluated by the entire Board ofDirectors (excluding the Director being evaluated) on various parameters like engagementleadership analysis decision making communication governance and interest ofstakeholders. The Board was of the unanimous view that each Independent Director was areputed professional and brought his/her rich experience to the deliberations of theBoard. The Board also appreciated the contribution made by all the Independent Directorsin guiding the management in achieving higher growth and concluded that continuance ofeach Independent Director on the Board will be in the interest of the Company.

Non-Independent Directors: -

The performance of each of the Non-Independent Directors (including the chairman) wasevaluated by the Independent Directors at their separate meeting. Further theirperformance was also evaluated by the Board of Directors. The various criteria consideredfor the purpose of evaluation included leadership engagement transparency analysisdecision making functional knowledge governance and interest of stakeholders. TheIndependent Directors and the Board were of the unanimous view that each of thenon-independent directors was providing good business and people leadership.

INTERNAL CONTROL SYSTEMS:

The Company has an adequate system of internal control procedures which is commensuratewith the size and nature of business. Detailed procedural manuals are in place to ensurethat all the assets are safeguarded protected against loss and all transactions areauthorized recorded and reported correctly. The internal control systems of the Companyare monitored and evaluated by internal auditors and their audit reports are periodicallyreviewed by the Audit Committee of the Board of Directors.

ANNUAL RETURN:

The Annual Return of the Company for the financial year 2020-21 pursuant to Section92(3) of the Companies Act 2013 is placed on website of the Companywww.riddhisiddhi.co.in and web link of the same ishttp://riddhisiddhi.co.in/investors.html#horizontalTab16.

APPOINTMENT AND REMUNERATION POLICY:

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy and defined the scope of the Committee which is in line with theprovisions of the Companies Act 2013. The policy is available on Company's website atwww.riddhisiddhi. co.in. The weblink for the same ishttp://www.riddhisiddhi.co.in/pdf/policy-for-appointment-of-directors-kmp-and-senior-manaeement-employees.pdf

WHISTLE BLOWER POLICY:

The Company has formulated a Whistle Blower Policy to establish a vigil mechanism forDirectors Employees and other Stakeholders of the Company to report concerns aboutillegal and unethical practices unethical behavior actual or suspected fraud orviolation of the Company's Code of Conduct or Ethics Policy which is available at theCompany's website at www.riddhisiddhi.co.in. The weblink for the same ishttp://www.riddhisiddhi.co.in/pdf/vigil-mechanism-policy.pdf

RISK MANAGEMENT:

The Management has evaluated various risks and that there is no element of riskidentified that may threaten the existence of the Company. Though rules relating to RiskManagement Policy does not apply to the Company Company has voluntarily adopted the RiskManagement Policy and uploaded the same on Company's website at www.riddhisiddhi.co.in.The weblink for the same is http://www.riddhisiddhi.co.in/pdf/risk-management-policy-rsgbl.pdf

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

Details of loans guarantees and investments covered under section 186 of the CompaniesAct 2013 are given in the notes to the financial statements.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company has following subsidiaries but does not have any associate company andjoint ventures within the meaning of Section 2(6) of the Companies Act 2013:

Sr. No. Name of Entity CIN/LLPN Status
1 Shree Rama Newsprint Limited Village Barbodhan Taluka Olpad District Surat - 395 005 Gujarat L21010GJ1991PLC019432 Subsidiary
2 Riddhi Siddhi Infraspace LLP 10 Abhishree Corporate Park Opp. Swagat Bunglows BRTS Bus Stand Ambli-Bopal Road Ahmedabad- 380058 Gujarat AAG-5189 Subsidiary
3 Riddhi Siddhi Estate Creator LLP 10 Abhishree Corporate Park Opp. Swagat Bunglows BRTS Bus Stand Ambli-Bopal Road Ahmedabad- 380058 Gujarat AAG-0739 Subsidiary

PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARY COMPANIES/JOINT VENTURE/ ASSOCIATECOMPANY:

A statement containing the salient features of the financial statement of the Company'ssubsidiary under the provisions of Section 129(3) of the Companies Act 2013 read withRule 5 of the Companies (Accounts) Rules 2014 has been annexed as "Annexure-II"in prescribed form AOC-1.

RELATED PARTY TRANSACTIONS:

During the year under review all related party transactions entered into by theCompany were approved by the Audit Committee and were at arm's length in the ordinarycourse of business. The particulars of contract or arrangements entered into by theCompany with related parties in terms 188(1) of the Companies Act 2013 are disclosed inForm No. AOC-2 as annexed "Annexure-III". Details of related party transactionsentered into by the Company in terms of IND AS-24 have been disclosed in the notes to thestandalone / consolidated financial statements.

In line with the requirements of the Companies Act 2013 and SEBI (Listing Obligationsand Disclosure Requirements) Regulation 2015 your Company has formulated a Policy onMaterial Related Party Transactions which is available on Company's website atwww.riddhisiddhi.co.in. The same can be assessed through the weblinkhttp://www.riddhisiddhi.co.in/pdf/Policv%20on%20Related%20Partv%20Transactions%20-%20RSGBL.pdf

LISTING OF SHARES:

Equity Shares of Company continue to be listed on BSE Limited till the signing date.The Company has duly paid the requisite listing fees to the stock exchange.

SEBI ORDER IN THE MATTER OF DELISTING OF SHARES:

Mr. Ganpatraj L. Chowdhary Promoter of Riddhi Siddhi Gluco Biols Limited("Company") vide his letter dated 07.12.2017 expressed his intention to purchaseentire 1789634 equity shares representing 25.18% paid up equity share capital held bypublic shareholders in order to voluntary delist the equity shares of Company from BSELtd. BSE Ltd had given in-principal approval on 20.02.2018 but the same was withdrawn on26.12.2018 hence the delisting process was dropped.

After withdrawn of in-principle approval SEBI issued Show Cause Notice("SCN") on 20.12.2019 and 08.10.2020 regarding alleging violations of MinimumPublic Shareholding (MPS) and Unfair Trade Practices and violations of Clause 35 ofListing Agreement read with Regulation 103(2) 31(1) & (4) of LODR RegulationsRegulation 30(2) read with 30(3) of SEBI (Substantial Acquisition of Shares and Takeover)Regulations 2011 ("SEBI SAST Regulations") and Section 21 of SecuritiesContract (Regulations) Act 1956 ("SCRA").

The Company has separately replied both the show cause notices at relevant date.Personal hearings were also done before Whole-time Member and Adjudicating Officerrespectively.

The Company has received final orders for both the matters on July 5 2021 and August11 2021 respectively issuing following directions:

Related to SCN dated October 8 2020 alleging violations of Clause 35 of ListingAgreement read with Regulation 103(2) 31(1) & (4) of LODR Regulations Regulation30(2) read with 30(3) of SEBI SAST Regulations and Section 21 of SCRA in respect of whichorder of SEBI received on July 5 2021:

The said matter is adjudicated and penalty of Rs. 500000/- (Rupees Five Lakh) eachhas been imposed on the Company and two of its Promoter- Directors under provisions ofSection 15-I of SEBI Act 1992 read with Rule 5 of SEBI (Procedure for Holding Inquiry andImposing Penalties) Rules 1995 and Rule 5 of Securities Contract (Regulation) Procedurefor Holding Inquiry and Imposing Penalties) Rules 2005. Being aggrieved by the order theCompany is examining necessary legal course of action in the matter.

Related to SCN dated December 20 2019 alleging violations of Minimum PublicShareholding ("MPS") and Unfair Trade Practices in respect of which order ofSEBI received on August 11 2021:

SEBI has issued direction to the Company to comply with Minimum Public Shareholding(MPS) requirement within a period of 5 months from date of receipt of the order (August11 2021) and debarment of the Company it's 2 Promoters Directors and CFO from accessingsecurities market w.e.f. below period:

(a) The Company: one year from the date of compliance of MPS requirement.

(b) 2 Promoters Directors: two years from the date of compliance of MPS requirement.

(c) CFO: one year from the date of receipt of order (August 11 2021).

Order dated 05.07.2021 has been challenged before Hon'ble Securities Appellate Tribunal(SAT) and we have been directed to pay the penalty within 4 weeks from 12.08.2021 and listthe matter for admission and hearing on 26.10.2021. Further we are in process ofpreferring an appeal before Hon'ble SAT against the order dated 11.08.2021.

INVESTOR EDUCATION AND PROTECTION FUND:

During the year under review the Company has transferred Rs.562760/- unpaid dividendamount to Investor Education and Protection Fund (IEPF) in terms of Section 124(5) ofCompanies Act 2013. Further the Company has also transferred 6370 Equity Shares inrespect of which dividend was unclaimed/unpaid for a period of 7 consecutive years to thedemat account of IEPF Authority pursuant to Section 124(6) of Companies Act 2013 readwith Investor Education and Protection Fund Authority (Accounting Audit Transfer andRefund) Rules 2016.

The details of amount lying in unpaid dividend accounts of the Company is available onwebsite of the Company i.e. www.riddhisiddhi.co.in.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Particulars with respect to Conservation of Energy Technology Absorption ForeignExchange Earnings and Outgo as required u/s 134(3)(m) of the Companies Act 2013 read withCompanies (Accounts) Rules 2014 are not applicable to the Company as Company was notengaged in any manufacturing during the year under review. Foreign Exchange Earnings isNil and Foreign Exchange Outgo amounts to Rs.1935.03 lakhs toward interest and repaymentof external commercial borrowing during the year under review.

CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS:

Report on Corporate Governance Management Discussion & Analysis Report in termsof Regulation 34 read with Schedule V of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) 2015 is made part of this report. A certificatefrom the Practicing Company Secretary confirming compliance with the conditions ofCorporate Governance is also annexed to this Annual Report.

PARTICULARS OF EMPLOYEES:

Information regarding employees who is drawing remuneration in excess of limitprescribed under Section 197(12) of the Companies Act 2013 read with Rule 5 (2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 will befurnished by Company on receipt of request in writing from the members.

The information required under section 197(12) of the Act read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 attached as"Annexure- IV"

The statement containing the names of top ten employees will be made available onrequest sent to the Company on ahmd@riddhisiddhi. co.in.

SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with Rule 9of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theBoard on the recommendations of the Audit Committee has appointed Mr. Kinjal ShahPracticing Company Secretary Ahmedabad (Membership no. F7417 and COP No. 21716) toundertake the Secretarial Audit of the Company for the financial year ended on 31stMarch 2021. Secretarial Audit Report issued by Mr. Kinjal Shah in form MR-3 forms part ofthis report and marked as "Annexure-V". Further the Board of Directors of theCompany in its meeting held on August 14 2021 appointed Mr. Kinjal Shah PracticingCompany Secretary Ahmedabad (Membership No. F 7417 CoP No. 21716) to undertakeSecretarial Audit for the Financial Year 2021-22.

CASH FLOW STATEMENT:

As required under Regulation 34 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 the Cash Flow Statement formspart to Financial Statements is attached to the Annual Report.

AUDITORS:

In accordance with the provisions of Section 139 of the Companies Act 2013 and theRules made there under M/s. Deloitte Haskins & Sells Chartered Accountants (FirmRegistration No. 117365W) were reappointed as Statutory Auditors of the Company for aperiod of five consecutive years i.e. from the conclusion of 25th AnnualGeneral Meeting till the conclusion of 30th Annual General Meeting of theCompany to be held in the year 2021. The term of re-appointment of M/s. Deloitte Haskins& Sells Chartered Accountant is expiring at the ensuing 30th AnnualGeneral Meeting of the Company. M/s. Deloitte Haskins & Sells Chartered Accountantsare not eligible to be re-appointed as Statutory Auditor of the Company as they havecompleted their term of appointment in the Company.

M/s. Batliboi & Purohit Chartered Accountants (FRN: 101048W) being eligible hasoffered itself for appointment as Statutory Auditor of the Company and has providedconsent cum eligibility letter to the Company. The Board of Directors of the Company atits meeting held on 31.05.2021 has approved the appointment of M/s. Batliboi &Purohit Chartered Accountants for a period of five years from the conclusion of thisAnnual General Meeting till the conclusion of 35th Annual General Meeting to beheld in the year 2026. The members are requested to pass the resolution as set out in ItemNo. 3 of the AGM Notice for appointment of M/s. Batliboi & Purohit CharteredAccountants as Statutory Auditors of the Company.

EXPLANATIONS / COMMENTS BY THE BOARD ON QUALIFICATIONS RESERVATION OR ADVERSE REMARKSOR DISCLAIMER MADE BY THE AUDITOR / COMPANY SECRETARY IN PRACTICE IN THEIR REPORT:

(i) By the Statutory Auditors in their report;

There is no qualification reservation or adverse remark or disclaimer in audit reportissued by the Statutory Auditors of the Company. Further the matters emphasized byAuditors in its report are self-explanatory and does not require any furtherclarifications / comments.

(ii) By the Company Secretary in Practice in his Secretarial Audit Report;

There is no qualification reservation or adverse remark or disclaimer in secretarialaudit report issued by the Company Secretary in Practice except in the matter ofRegulation 17(1) of SEBI LODR Regulations Company was required to have at least sixdirectors on the Board as on April 1 2020 due to top 2000 listed company. HoweverCompany has only five Directors in it's Board as on April 1 2020 and till the period28.08.2020. Thus the Company has made delay of 150 days in complying this provisions. BSEhas issued show cause by an e-mail on 10.08.2020 and imposed fine of Rs. 536900/- and348100/- vide it's e-mail dated 20.08.2020 and 17.11.2020 for delay of appointment ofDirector regarding composition of Board of Directors for Company being top 2000 listedcompanies.

Reply by Directors:

With respect to above observation of Secretarial Auditor your Directors submit thatCompany had submitted an application for waiver of fine owing to the difficulties faced bythe Company in appointment of Director due to Covid-19 with the stock exchange on01.09.2020 and 24.11.2020 and the BSE Ltd. vide it's e-mail dated 16.04.2021 waived thefine levied in this matter.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION &REDRESSAL) ACT 2013:

The provisions regarding Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 are applicable to the Company and constituted theInternal Complaint Committee as per the provisions regarding Sexual Harassment of WomenAct Workplace (Prevention Prohibition& Redressal) Act 2013. There is no complaintreceived or pending till 31st March 2021.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

In terms of Section 134(3)(i) of the Companies Act 2013 it is reported that exceptas disclosed elsewhere in this report no material changes and commitments which couldaffect the Company's financial position have occurred between the end of the financialyear of the Company and date of this report.

SIGNIFICANT AND MATERIAL ORDERS:

There are no material orders passed by Regulators Courts or Tribunals impacting thegoing concern status and company's operations in future.

INDUSTRIAL RELATIONS:

The industrial relations remained cordial throughout the year under review.

DISCLOSURE REGARDING MAINTENANCE OF COST RECORDS AND APPOINTMENT OF COST AUDITOR:

Provisions of maintenance of Cost Accounts and Records as specified by the CentralGovernment under sub-section (1) of section 148 of the Companies Act 2013 and provisionsregarding appointment of Cost Auditors are not applicable to the Company.

ADOPTION OF POLICES AS PER THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTINGOBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS 2015:

The Board framed policies on Preservation of Documents and Determining Materiality forDisclosure to Stock Exchanges which are available at the Company's website athttp://riddhisiddhi.co.in/pdf/policv-on-preservation-of-documents.pdf.

REPORTING OF FRAUD:

There was no instance of fraud committed during the year under review which requiredthe Statutory Auditors to report to the Audit Committee and/ or Board under section143(12) of Act and Rules framed thereunder.

COMPLIANCE WITH SECRETARIAL STANDARDS:

Your Directors confirm that Company complies with applicable mandatory SecretarialStandards issued by The Institute of Company Secretaries of India.

ACKNOWLEDGEMENT:

The Directors wish to place on record and acknowledge their appreciation and gratitudefor the continued co-operation and support received from the Central Government the StateGovernment of Gujarat Regulatory Bodies participating Financial Institutions and BanksCustomers Suppliers and Dealers. The Directors take this opportunity to express theirappreciation towards the dedication commitment and teamwork shown by employees which hascontributed in taking the Company on the path of prosperity. Your Directors further thankthe fraternity of Members/Shareholders for their continued confidence reposed in themanagement of the Company.

On behalf of Board of Directors For Riddhi Siddhi Gluco Biols Limited
(Ganpatraj L. Chowdhary)
Date : 14/08/2021 Chairman & Managing Director
Place : Ahmedabad DIN: 00344816

.