RIDDHI SIDDHI GLUCO BIOLS LIMITED
Your Directors are pleased to present the 29th Annual Report and the Audited Accountsof the Company for the Financial Year ended on 31st March 2020.
|PARTICULARS ||Year Ended 31.03.2020 ||Year Ended 31.03.2019 |
|Revenue from operations and Income other ||16962.43 ||23367.71 |
|Profit before Interest Depreciation and Tax ||9626.92 ||7867.54 |
|Finance Cost ||1063.30 ||1757.73 |
|Depreciation ||1152.98 ||1135.89 |
|Profit /(Loss) before Tax and Exceptional items ||7410.64 ||4973.92 |
|Exceptional Items ||- ||- |
|Net Tax Expense (benefit) ||499.41 ||521.21 |
|Net Profit ||6911.23 ||4452.71 |
REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:
During the financial year 2019-20 the revenue from operation and other income of theCompany has decreased from Rs. 233367.71 lakhs to Rs. 16962.43 lakhs. Though there is adecrease in total revenue of the Company the net profit of the Company has increased fromRs. 4452.71 lakhs to Rs. 6911.23 lakhs. The Board is hopeful to get even better result inthe next year.
The Company is engaged in business of Commodity trading generation of electricity fromwindmill and investment activities. There is no major impact on the business of theCompany due to COVID-19 pandemic. The Company is closely monitoring the situation and willtake requisite steps in accordance with the directions issued by Central and StateGovernments including local authorities from time to time. In this regard the Companyhas put in place requisite safety measures for the staff at office as per the guidelinesissued by the said authorities.
Looking to the future opportunities your Directors has not recommended a dividend onpaid up equity share capital of the Company for the financial year ended on 31st March2020 and have decided to plough back the profit in the business of the Company. TheDividend Distribution Policy in terms of Regulation 43A of the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015("SEBI Listing Regulations")is disclosed in the Corporate Governance Report andis uploaded on the Company's website www.riddhisiddhi.co.in .
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.
During the period under review Company has not accepted or renewed any deposits fromthe public.
The paid up Equity Share Capital as at 31st March 2020 stood at Rs. 71297860/-.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 forfeited 6600 partly paid up equity shareson 12.02.2020.
DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Mr. Siddharth G. Chowdhary (DIN: 01798350) Whole Time Director of the Company willretire by rotation at the ensuing 29th Annual General Meeting and being eligible offershimself for reappointment.
After the closure of financial year Mr. Mahendra Kumar Bhandari (DIN: 03035629) wasappointed as an Additional Director w.e.f. 29.08.2020 and his terms of office expires atthis Annual General Meeting. He being eligible offer himself for reappointment. As persection 149 of the Companies Act 2013 and Regulation 25 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 and upon receipt of recommendation ofNomination and Remuneration Committee and notice in writing under Section from a member ofthe Company in terms of Section 160(1) of the candidate for the office of Director he isbeing now proposed to be appointed as an Independent Director to hold office as per histenure of appointment mentioned in the Notice of Annual General Meeting 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 made a declaration confirming the compliance of the conditions of theindependence stipulated in the aforesaid section.
NUMBER OF MEETINGS OF THE BOARD AND COMMITTEES:
During the year four Board Meetings were convened. The dates on which the BoardMeetings were held are 30.05.2019 12.08.2019 14.11.2019 and 12.02.2020.
The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013 and Secretarial Standards as prescribed by the Institute of CompanySecretaries 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 on31stMarch 2020and 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
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 adequate and were operating effectively; 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:
Detail note on Composition of Audit Committee of Directors Nomination
Finance & Investment Committee and Stake Holders Relationship/ Investor GrievancesCommittee of Directors number of meetings held of each Committee during the financialyear 2019-20 and meetings attended by each member of the Committee as required under theCompanies Act 2013 are provided in Corporate 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 theBoard Board Committees and Individual Directors and Chairman. The Chairman of therespective Board Committees shared the report on evaluation Committee was evaluated by theBoard based on report on evaluation received from respective 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:
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 The Board was of theunanimous view that all the committees were performing their functions satisfactorily andaccording to the mandate prescribed by the Board under the regulatory requirementsincluding the provisions of the Act the Rules framed there under and the SEBI (ListingObligations and Disclosures Requirements) Regulations 2015.
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.
The Annual Return for the financial year 2019-20 pursuant to Section 92(3) of theCompanies Act 2013 will be placed on website of the riddhisiddhi.co.in Company aftercompletion of Annual
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 websiteatwww.riddhisiddhi. co.in.
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 Management has evaluated various risks and identified that may threaten theexistence of the there is no element of risk
Company. Though rules relating to Risk Management Policy does not applicable to theCompany Company has voluntarily adopted the Risk Management Policy and uploaded the sameon Company's website at www.riddhisiddhi.co.in.
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 the Companies Act 2013:
|Sr. Name of Entity no. ||CIN/LLPIN ||Status |
|1 Shree Rama Newsprint Limited Village Barbodha 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 ||AAG-5189 ||Subsidiary |
|3 Riddhi Siddhi Estate Creator LLP 10 Abhishree Corporate Park Opp. Swagat Bunglows BRTS Bus Stand Ambli-Bopal Road Ahmedabad- 380058 ||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:
The particulars of every contract or arrangements entered into by the Company withrelated parties referred to in subsection (1) of section 188 of the Companies Act 2013are disclosed in Form No. AOC 2 as annexed "Annexure-III". In line withthe requirements of the Companies Act 2013 and Equity Listing Agreement your Company hasformulated a Policy on Material Related Party on Company's websiteatwww.riddhisiddhi.co.in
LISTING OF SHARES: date. The Company has paid the requisite listing fees to theEquity Shares of Company continue stock exchange.
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 on 20.12.2019alleging violations of various securities laws with respect to delisting matter to variouspersons/ entities including the Company.
The Company has submitted its reply to the show cause notice on 17.02.2020 denying theallegations contained therein. The matter is under investigation.
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. 23.53 lakhs toward interest and repayment ofexternal 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
PARTICULARS OF EMPLOYEES:
Company does not have any employees who is drawing remuneration in excess of limitprescribed under section197(12) of the Companies Act 2013 read with Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
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 email@example.com.
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 31st March2020. Secretarial Audit Report issued by Mr. Kinjal Shah in form MR-3 forms part of thisreport and marked as "Annexure-V".
CASH FLOW STATEMENT:
As required under Regulation 34 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) 2015 the Cash Flow Statement forms part toFinancial Statements is attached to the Annual Report.
139 of the Companies Act 2013and the Rules made there under M/s. Deloitte Haskins& In accordance with the provisions of Section 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 Annual General Meetingtill the conclusion of 30th Annual General Meeting of the Company to be held in the year2021.
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 Further the matters emphasized by Auditors in its report areself-explanatory and does not require any further clarifications/ comments.
(ii) By the Company Secretary in Practice in his Secretarial Audit Report ;remarkor There disclaimer no qualification reservation in secretarial audit reportissued by the Company Secretary in
Practice except one observation mentioned in the matter of delisting of equity sharesof Company after withdrawal of In-principle approval granted by BSE SEBI had issued ShowCause Notice to Company on 20.12.2019 alleging violations Securities Laws of various withrespect to delisting. The Company has submitted it's .
Reply by Directors:
With respect to above observation of Secretarial Auditor your Directors submit thatCompany has suitably replied to the said Show Cause Notice denying the allegationscontained in said notice and therefore pending outcome of the investigation by SEBI weare not in a position to comment on the matter.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION &REDRESSAL) ACT 2013:
The provisions regarding Sexual Harassment of Women Act 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.Thereisnocomplaintreceivedorpendingtill31 st March 2020 under the said policy.
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 Company and date ofthis 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.
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 Companies Act 2013 and provisions regarding appointment ofCost 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 atwww.riddhisiddhi.co.in.
REPORTING OF FRAUD:
There was no instance of fraud during the year under review which required theStatutory Auditors to report to the Audit Committee and/ or Board under section 143(12) ofAct 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.
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 : 29.08.2020 ||Managing Director |
|Place : Ahmedabad ||DIN: 00344816 |