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Ridhi Synthetics Ltd.

BSE: 504365 Sector: Others
NSE: N.A. ISIN Code: INE07LK01010
BSE 05:30 | 01 Jan Ridhi Synthetics Ltd
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Ridhi Synthetics Ltd. (RIDHISYNTHETICS) - Director Report

Company director report

TO

THE MEMBERS

RIDHI SYNTHETICS LIMITED

Your Directors have pleasure in submitting their 40th Annual Report of theCompany together with the Audited Statements of Accounts for the year ended 3 1stMarch 2021.

1. FINANCIAL RESULTS

The Company's financial performance for the year under review along with previousyear's figures are given hereunder:

(Audited)

Particulars Financial Year ended 31.03.2021 Financial Year ended 31.03.2020
Total Revenue 5658440 10257953
Profit before Interest Tax & Depreciation 2454409 7207643
Less: Depreciation 10444 10826
Profit before T ax 2443965 7196817
Profit before Tax after Extraordinary Items 2443965 7196817
Less: Provision for Income Tax
i) Current Tax 95889

-

ii) Deferred Tax 977398 186827
iii) Mat Credit

-

-

iv) Exceptional Item 231370 -
Net Profit/ (Loss) 1139298 7009990

2. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

The turnover of the financial year 2020-2021 is Rs. 3775200 and the turnover of thePrevious financial year 2019-2020 was Rs. 3448500. During the Year the Company was inprofit after tax of Rs. 1 139298 against the Profit after tax of previous year of Rs.7009900. However the Board is confident that Company will be able to generate profit innear future.

3. RESULT OF OPERATIONS AND THE STATE OF THE COMPANY'S AFFAIRS

The Company is presently engaged in activities of investment in shares and securitiesand renting of immovable properties.

4. THE CHANGE IN THE NATURE OF BUSINESS IF ANY

There was no change in the nature of business of the Company during the year.

5. DIVIDEND

No Dividend is being proposed for the current financial year.

6. CHANGE IN CAPITAL STRUCTURE

During the year under review there has been no any change in the paid Capital of theCompany. The paid-up capital of the Company stood at 490000 equity Shares of Rs. 10/-each

7. TRANSFER TO GENERAL RESERVE

During the year under review your directors have not transferred any amount to generalreserves except the profit for the financial year 2020-21.

8. TRANSFER AMOUNT TO INVESTOR EDUCATION & PROTECTION FUND

As per the provisions of Section 125 of the Companies Act 2013 deposits / dividendremaining unclaimed for a period of seven years from the date they become due for paymenthave to be transferred to Investor Education & Protection Fund (IEPF) established bythe Central Government.

During the year under review there has been no any unclaimed deposit/dividendremaining to transfer.

9. PUBLIC DEPOSITS

During the Financial Year 2020-21 your Company has not accepted any deposit within themeaning of Sections 73 and 74 of the Companies Act 2013 read together with the Companies(Acceptance of Deposits) Rules 2014 as amended upto date.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your Company is managed and controlled by a Board comprising an optimum blend ofExecutives and Non-Executive Professional Directors. Ms. Deepa Bhavsar (DIN: 07167937)Director retires at this Annual General Meeting and being eligible offers herself forreappointment.

The Board of Directors of the Company at its meeting held on the 30th March2021 appointed Mr. Jash Dalia (DIN: 09120438) as an Additional (Non-ExecutiveIndependent) Director with effect from the said date. Pursuant to the provision of thesection 161 of the Companies Act 2013 Mr. Jash Dalia (DIN: 09120438) holds office uptothe date of this Annual General meeting of the Company. A notice has been received fromhim proposing his candidature for the office of Director of the Company.

Mr. Jash Dalia (DIN: 09120438) have given the declaration to the Board that he meetthe criteria of the Independence as provided in section 149(6) of the Companies Act 2013.In the opinion of the board he fulfill the conditions as specified in the Act and Rulesmade thereunder for appointment as an Independent Director.

The Board of Directors had resolved that Mr. Nikunj Hasmukh Shah (DIN: 00597216) whose1st Term as an Independent director had expired on 28.09.2020 and has beenappointed as an Independent Director of the Company for further period of 5 years (2ndTerm) w.e.f. 29.09.2020. As per the provisions of Section 161(1) of the Companies Act2013 ("the Act") Mr. Nikunj Hasmukh

Shah can hold office only up to the date of this Annual General Meeting. The Companyhas received a notice in writing under Section 160(1) of the Act proposing his name as aDirector.

Mr. Nikunj Hasmukh Shah (DIN: 00597216) have given the declaration to the Board that hemeet the criteria of the Independence as provided in section 149(6) of the Companies Act2013. In the opinion of the board he fulfill the conditions as specified in the Act andRules made thereunder for appointment as an Independent Director.

All the Directors possess the requisite qualifications and experience in generalcorporate Management finance banking and other allied fields which enable them tocontribute effectively to the Company in their capacity as Directors of the Company.

The Composition of the Board of Directors as on March 31 2021 as follows:

Name Category Designation Date of appointme nt Directorship in other Listed Companies Chairmanship of Committees of Board of other Companies Membership of Committees of Boards of other companies
Mr. Pawan Shukla Executive and Non Independent Director Whole Time Director 12th September 2019
Ms. Deepa Rupesh Bhavar Non Executive and Non Independent Director Non Executive Director 29th May 2015 3 2 3
Mr. Jash Dalia Non Executive and Independent Director Independent Director 30th March 2021
Mr. Nikunj Hasmukh Shah Non Executive and Independent Director Independent Director 31st March 2015 3 2 3

1 1. KEY MANAGERIAL PERSONNEL(S) (KMP)

Pursuant to Section 203 of the Companies Act 2013 read with The Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 In addition to Managing Directorthe Company has employed the Company Secretary and Chief Financial Officer of the Companyas Key Managerial Personnel.

Following were the KMP during the Financial Year ended 31st March 2021

Name and Designation Date of change
Mr. Pawan Shukla - Whole Time Director -
Mr. Ajay Kumar - Company Secretary and Compliance officer -
Mr. Nawin Kumar Sinha - Chief Financial officer -

12. COMMITTEES OF THE BOARD

Following are the Committees of the Board of Director during the year ended 31stMarch 2021:

> Audit Committee

> Nomination & Remuneration Committee

> Stakeholder Relationship Committee

Details of all the above Committees of the Board are as follows;- AUDIT COMMITTEE

Your Company has an Audit Committee in compliance with the provisions of Section 177 ofthe Companies Act 2013.

The Audit Committee of your Company comprises of the following members:-

Name of Member Category Designation
Mr. Jash Dalia Independent Director Chairman
Mr. Nikunj Hasmukh Shah Independent Director Member
Mrs. Deepa Rupesh Bhavsar Non Executive and Non Independent Director Member

Apart from Mrs. Deepa Rupesh Bhavsar all other Committee members are Independent.Members of the Audit Committee possess financial/accounting expertise/ exposure.

During the year under review there was no such recommendation of the Audit Committeewhich was not accepted by the Board.

NOMINATION AND REMUNERATION COMMITTEE

Your Company has a Nomination and Remuneration Committee in compliance with theprovisions of Section 178 of the Companies Act 2013 which amongst others is responsiblefor identifying and recommending persons who are qualified to become directors orappointed as part of senior management of the Company and laying down remuneration policy.

The Nomination and Remuneration Committee of your Company comprises of the followingDirectors as members:-

Name of Member Category Designation
Mr. Jash Dalia Independent Director Chairman
Mr. Nikunj Hasmukh Shah Independent Director Member
Mrs. Deepa Rupesh Bhavsar Non Executive and Non Independent Director Member

Apart from Mrs. Deepa Rupesh Bhavsar all other Committee members are Independent.STAKEHOLDER RELATIONSHIP COMMITTEE

Our Company has constituted a Stakeholder's Relationship Committee to redress thecomplaints of the shareholders.

The Stakeholder Relationship Committee of your Company comprises of the followingDirectors as members:-

Name of Member Category Designation
Mr. Jash Dalia Independent Director Chairman
Mr. Nikunj Hasmukh Shah Independent Director Member
Mrs. Deepa Rupesh Bhavsar Non Executive and Non Independent Director Member

Apart from Mrs. Deepa Rupesh Bhavsar all other Committee members are Independent.

13. A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY EXPERTISE ANDEXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTOR APPOINTED DURING THEYEAR.

The Board of Directors has considered the integrity expertise and experience(including the proficiency) of Mr. Jash Dalia (DIN: 09120438) who was appointed as anIndependent Director in its meeting held on 30th March 2021.

14. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submit its responsibility Statement:—

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

(c) 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;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively. Internal financial control means the policies and procedures adopted by theCompany for ensuring the orderly and efficient conduct of its business including adherenceto Company's policies the safeguarding of its assets the prevention and detection offrauds and errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information.

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

1 5. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as stipulated under Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2018 ("SEBI LODR Regulations") is given separately forming part of this AnnualReport.

16. REPORT ON CORPORATE GOVERNANCE

Since the paid up capital of the Company is less than Rs. 10.00 Crore and Net Worth ofthe Company is less than Rs. 25.00 Cr the Provisions of Corporate Governance are notapplicable on the Company in terms of Securities and Exchange Board of India (ListingObligation and Disclosure requirement) Regulations 2015.

17. AUDITORS

(i) Statutory Auditors

M/s. R.K. Chapawat & Co Chartered Accountants Mumbai (ICAI Registration No.101708W) existing Statutory Auditors have tendered their resignation from the position ofStatutory Auditors on 02.06.2021 due to their pre-occupation resulting into a casualvacancy in the office of Statutory Auditors of the Company as envisaged by section 139(8)of the Companies Act 2013 ("Act"). Accordingly the Audit Committee the Boardof Directors of the Company have recommended that M/s. SVP & Associates CharteredAccountants (ICAI Registration no. 003838N) Mumbai may be appointed as the StatutoryAuditor of the Company to fill the casual vacancy caused by the resignation of M/s.R.K.Chapawat & Co Chartered Accountants Mumbai.

M/s. SVP & Associates Chartered Accountants (ICAI Registration no. 003838N) haveconveyed their consent to be appointed as the Statutory Auditors of the Company along witha confirmation that their appointment if made by the members would be within the limitsprescribed under the Companies Act 2013. Accordingly Ordinary Resolution is submitted tothe meeting for the consideration and approval of members. None of the Directors KeyManagerial Persons or their relatives in any way concerned or interested in the saidresolution.

Further the Audit Committee the Board of Directors of the Company recommended thatM/s. SVP & Associates Chartered Accountants (ICAI Registration no. 003838n) Mumbaimay also be appointed as the Statutory Auditor of the Company for a period of 5 (Five)years from the conclusion of this Annual General Meeting till the conclusion of the 6thAnnual General Meeting hereafter. M/s. SVP & Associates have conveyed their consent tobe appointed as the Statutory Auditors of the Company along with a confirmation thattheir appointment if made by the members would be within the limits prescribed under theCompanies Act 2013. Accordingly Ordinary Resolution is submitted to the meeting for theconsideration and approval of members. None of the Directors Key Managerial Persons ortheir relatives in any way concerned or interested in the said resolution.

(ii) Secretarial Auditor & the Secretarial Audit Report

Mr. Harshad Pusalkar prop of M/s Pusalkar & Co. Practicing Company Secretary (FirmUnique Code S2020MH771800) was appointed as Secretarial Auditor by the Board of Directorsfor the financial year 2020-21 and his report is attached separately to this report. TheBoard ensures the Compliances with respect to observation mentioned in the report in thefuture.

18. INTERNAL AUDIT

In accordance with provisions of section 138 of the Companies Act 2013 and rulesframed thereunder your Company has appointed M/s. S. Sharda & Associates CharteredAccountants as an Internal Auditors of the Company for the Financial year 2020-21 andtakes their suggestions and recommendations to improve and strengthen the Internal ControlSystems.

19. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH AREREPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditors or Secretarial Auditors or Internal Auditor of the Company havenot reported any frauds to the Audit Committee or to the Board of Directors under Section143(12) of the Companies Act 2013 including rules made thereunder.

20. COMPLAINCE WITH SECRETRIAL STANDARDS

The Board of Directors affirms that the Company has complied with the applicableSecretarial Standard issued by the Institute of Company Secretaries of India (ICSI) {SS 1and SS2} respectively relating to meetings of Board and Committees which have mandatoryapplications.

21. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTSRELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statements relateon the date of this report except that the Bank has declared the Company account as NonPerforming Assets (NPA).

a) Impact of COVID-19 on Operations of Business

Due to the impact of COVID19 and in accordance with various initiatives and directionsof both central and State(s) Government from time to time including Janta Curfew andsubsequent nationwide lock down the operations of the Company were suspended at itsoffice from March 22 2020 which has impacted a bit the operations of the Company duringthe financial year 2020-21.

b) Material Impact of COVID-19 on Capital and Financial Position

As regards financial resources the financial aid if received would definitely help usto survive in near future. This will affect the profitability for the year 2021-22 whichis at lower level due to the impact of COVID-19 lockdown. None of our Assets got impaireddue to COVID -19 effects till date.

22. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The disclosures required to be made under the provisions of Section 134(3)(m) of theCompanies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in respect ofconservation of energy technology absorption is not applicable to the Company as theCompany is not involved in any manufacturing processing.

The Company mainly engaged in the renting and investment activities. Foreign exchangeearnings and outgo of the Company are Nil during the financial year 2020-21.

23. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES

The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable on your Company.

24. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013

There were no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 during the year under review and hence the said provision is notapplicable.

25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

Disclosure in Form AOC 2 is furnished as an annexure to this report with respect tocontract or arrangements made with related parties as defined under Section 188 of theCompanies Act 2013 during the year under review.

26. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS IN THEIR REPORTS

There were no qualification reservation or adverse remarks made by the either by theAuditors.

27. COMPANY'S POLICY RELATING TO DIRECTORS' APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES

The Company has formulated a policy known as Nomination and Remuneration Policy togovern the appointment and payment of remuneration to directors and KMPs. The said policyis available on website www.ridhisynthetics.com.

28. ANNUAL RETURN

Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of theCompanies Act 2013 read with Rule 12 of the Companies(Management and Administration)Rules 2014 the relevant extract of the Annual Return as at 31st March 2021 is set outas an Annexure to this Report. The Extract of Annual Return for the Financial Year ended31st March 2021 is also available on the Company's website www.ridhisynthetics.com.

29. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Company held 6 (Six) Board meetings during the financial year under review onfollowing dates.

21st July 2020 15th September 2020 12th November 2020 13thFebruary 2021 10th March 2021 30th March 2021

30. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary Joint venture or Associate Company during thefinancial year 2020-21.

31. DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules.

32. RISK MANAGEMENT POLICY

Pursuant to Section 134(3)(n) of the Companies Act 2013 the Company has developed andimplement the Risk Management Policy for the Company including identification therein ofelements of risk if any which is in the opinion of the Board may threaten the existenceof the Company.These are discussed at the meeting of the Audit Committee and the Board ofDirectors of the Company.

At present the Company has not identified any element of risk which may threaten theexistence of the Company.

33. DISCLOSURE OF COMPOSITION OF COMMITTEE AND PROVIDING VIGIL MECHANISM

The Company has established a vigil mechanism and overseas through the Audit committeethe genuine concerns expressed by the employees and other Directors. The Company has alsoprovided adequate safeguards against victimization of employees and Directors who expresstheir concerns. The Company has also provided direct access to the chairman of the AuditCommittee for reporting issues concerning the interests of co employees and the Company.The Whistle Blower Policy is available on the website of the company viz.www.ridhisynthetics.com.

34. SHARES

a. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

c. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

d. BONUS SHARES

No Bonus Shares were issued during the year under review.

e. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

35. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS

The Company has a formal system of internal control testing which examines both thedesign effectiveness and operational effectiveness to ensure reliability of financial andoperational information and all statutory / regulatory compliances. The Company has astrong monitoring and reporting process resulting in financial discipline andaccountability.

36. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

No significant and material orders have been passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future.

37. HUMAN RESOURCES

There are no employees as on date on the rolls of the Company who are in receipt ofRemuneration which requires disclosures under Section 134 of the Companies Act 2013 andCompanies (Particulars of Employees) Rules 1975.

During the year under review relationship with the employees is cordial.

38. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

Your Company has always believed in providing a safe and harassment free workplace forevery individual working in the premises of the Company. Your Company always endeavours tocreate and provide an environment that is free from discrimination and harassmentincluding sexual harassment.

In view of the same your Company has adopted a policy on prevention prohibition andredressal of Sexual Harassment at Workplace in line with the requirements of the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 and therules framed there under for prevention and redressal of complaints of sexual harassmentat workplace.

During the year under review your Company has not received any complaint from any ofits employee hence no complaint is outstanding for redressal.

39. FORMAL ANNUAL EVALUATION

The Nomination and Remuneration Committee of the Company has formulated EvaluationPolicy during the year which was approved by the Board of Directors. The Policy providesfor evaluation of the Board the Committee of the Board and individual Directorsincluding the Chairman of the Board.

The policy provides that evaluation of the performance of the Board as a whole BoardCommittees and Directors shall be carried out on an annual basis.

40. FAMILIARISATION PROGRAM

The company regularly communicates with all Independent Directors to provide detailedunderstanding of the activities of the company including specific projects either at themeeting of the Board of Directors or otherwise. The induction process is designed to buildan understanding of the company's business and the markets to equip the Directors toperform their role on the Board effectively. Independent Directors are also taken throughvarious business situations nature of the

industry business model etc by way of presentations and discussions. The details ofdirectors induction and familiarisation are available on the company's website atwww.ridhisynthetics.com.

41. DISCLOSURES BY DIRECTORS

The Board of Directors have submitted notice of interest in Form MBP 1 under Section184(1) as well as intimation by directors in Form DIR 8 under Section 164(2) anddeclarations as to compliance with the Code of Conduct of the Company.

42. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Companies activities during the year under review. Your Directors also acknowledgesgratefully the shareholders for their support and confidence reposed on your Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Sd/- Sd/-
PAWAN SHUKLA DEEPA RUPESH BHAVAR
WHOLE TIME DIRECTOR DIRECTOR
DIN:08559774 DIN:07167937
Date : Mumbai
Place: 12th June 2021

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