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Risa International Ltd.

BSE: 530251 Sector: Others
NSE: N.A. ISIN Code: INE001O01029
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NSE 05:30 | 01 Jan Risa International Ltd
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VOLUME 18798
52-Week high 1.33
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P/E
Mkt Cap.(Rs cr) 18
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1.10
CLOSE 1.10
VOLUME 18798
52-Week high 1.33
52-Week low 0.30
P/E
Mkt Cap.(Rs cr) 18
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Risa International Ltd. (RISAINTERNATIO) - Director Report

Company director report

TO THE MEMBERS

Your Directors have pleasure in presenting the 27th Annual Report of the Companytogether with the Audited Financial Statements for the financial year ended 31st March2021.

1. FINANCIAL PERFORMANCE

(Rs.)

Particulars 2020-21 2019-20
Total Income 181266.00 612583.00
Total Expenditure 33327426.00 103704400.00
Profit before exceptional and extraordinary items and tax (33146160.00) (103091817 00)
Add: Exceptional item - -
Profit before tax - -
Tax - -
Net Profit/(Loss) After Tax (33146160.00) (103091817.00)

2. OPERATIONS

Tanaya Enterprises Pvt Ltd a financial Creditor had filed a petition under Insolvencyand Bankruptcy Code 2016 (IBC) with the Honorable National Company Law Tribunal (NCLT)Mumbai Bench. The NCLT vide its order dated 31st August 2020 admitted the CorporateInsolvency Resolution Process (CIRP) in respect of the Company and in the meeting held on25th September 2020 the Committee of Creditors (CoC) appointed Mr. Sanjeev Kumar Aroraas the Resolution Professional (RP) considering the above the powers of the of the Boardof Directors were been suspended.

Subsequently the NCLT Mumbai has approved the settlement agreement entered betweenthe Directors of the Corporate Debtor and members of the CoC wide its order dated 22ndJuly 2021 whereby the application filed with NCLT under Section 9 of IBC by erstwhilefinancial creditor has been withdrawn and erstwhile management of the company is restored.

The total income of the company decreased to Rs.181266.00 from Rs.612583.00 in theprevious year. Total expenditure of the company in the FY 2020-21 is Rs.33327426.00 ascompare to Rs.103704400.00 in the FY 2019-20. Company faced loss of Rs.33146160 00in the current FY as compared to loss of Rs. 103091817.00 of the previous FY.

3. DIVIDEND

Your directors do not recommend any dividend during the year under review.

4. TRANSFER TO RESERVES

No amount is proposed to be transferred to reserves during the Financial Year2020-2021.

5. SHARE CAPITAL

As on 31 March 2021 paid-up share capital of the company stood at Rs. 319000500consisting of 159500250 equity shares of face value of Rs.2 each fully paid-up.

6. MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR

No material changes or commitments affecting the financial position of the Company haveoccurred between the end of the financial year to which financial statements in thisreport relate and the date of this report. However Tanaya Enterprises Pvt Ltd afinancial Creditor had filed a petition under Insolvency and Bankruptcy Code 2016 (IBC)with the Honorable National Company Law Tribunal (NCLT) Mumbai Bench. The NCLT vide itsorder dated 31st August 2020 admitted the Corporate Insolvency Resolution Process (CIRP)in respect of the Company and in the meeting held on 25th September 2020 the Committee ofCreditors (CoC) appointed Mr. Sanjeev Kumar Arora as the Resolution Professional (RP)considering the above the powers of the of the Board of Directors were been suspended

Subsequently the NCLT Mumbai has approved the settlement agreement entered betweenthe Directors of the Corporate Debtor and members of the CoC wide its order dated 22ndJuly 2021 whereby the application filed with NCLT under Section 9 of IBC by erstwhilefinancial creditor has been withdrawn and erstwhile management of the company is restored.

7. DEPOSIT

The company has not accepted any public deposits under the provisions of the CompaniesAct 2013 ('Act').

8. SUBSIDIARIES/JOINT VENTURE/ASSOCIATE COMPANY

The management is in the process of winding up of its wholly owned subsidiary i.e. RisaUniversal Ltd. (Hong Kong). Since there were no operations during the year under reviewin the said Subsidiary Company Consolidated Balance Sheet has not been prepared andhence a statement containing the salient features of the financial statements and relatedinformation of the subsidiaries i.e. Form AOC-1 annexed as "Annexure-A" iscarrying NIL details which forms part of this Annual Report. Further the Company don'thave any associate and joint venture company.

9. RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the financial year were onan arm's length basis in the ordinary course of business and were in compliance with theapplicable provisions of the Act and the Listing Regulations. There were no materiallysignificant Related Party Transactions made by the Company with Promoters Directors KeyManagerial Personnel which may have a potential conflict with the interest of the Companyat large. Hence there does not exists any details to be mentioned in Form AOC-2 which isattached as "Annexure-B".

All Related Party Transactions are placed before the Audit Committee for approval. TheCompany has adopted a Related Party Transactions Policy. The policy as approved by theboard is uploaded on the Company's website at www.risainternational.in.

10. SECRETARIAL STANDARDS OF ICSI

The company has complied with the requirements prescribed under the SecretarialStandards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).

11. CHANGE IN THE NATURE OF BUSINESS IF ANY

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

12. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

The company has not given any loans or guarantees or made any investments incontravention of the provisions ofthe Section 186 of the Companies Act 2013. The detailsof the loans and guarantees given and investments made by the Company are provided in thenotes to thefinancial statements.

13. STATEOFAFFAIRSOFTHECOMPANY

The Company is driven by passionate promoters from the industry engaged in trading oftextile iron and steel and into realty business. Your directors carries out theoperations with active care and precaution thereby enhancing stakeholders values.

14. EXTRACTOFANNUAL RETURN

In accordance with the requirements of Section 92 (3) read with Section 134(3)(a) ofthe Companies Act 2013 the Annual Return as on 31st March 2021 is available on theCompany's website www.risainternational.in.

15. CORPORATE SOCIAL RESPONSIBILITY

The provisions of section 135 of the Companies Act 2013 are not applicable to thecompany.

16. CORPORATE GOVERNANCE

As per the requirement of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Company has complied with the requirements of Corporate Governancein all material aspects. A report on Corporate Governance together with a certificate ofits compliance from a Practising Company Secretary forms part of this report.

17. MANAGEMENTDISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulatedunder SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 forms partof this report.

18. RISK MANAGEMENTPOLICY

The Board of Directors have adopted a risk management policy for the Company whichprovides for identification assessment and control of risks which in the opinion of theBoard may pose significant loss or threat to the Company. The Management identifies andcontrols risks through a defined frameworkin terms of the aforesaid policy.

19. WHISTLEBLOWERPOLICY/ VIGIL MECHANISM

There is a Whistle Blower Policy in the Company and no personnel have been deniedaccess to the Chairman of the Audit Committee. The policy provides for adequate safeguardsagainst victimization of persons who use vigil mechanism. The Whistle Blower Policy isposted on the website ofthe Company www.risainternational.in.

20. INTERNAL CONTROL SYSTEMS

The internal financial controls of the Company are commensurate with its size scaleand complexity of operations. The company has policies and procedures which inter aliaensure integrity in conducting business timely preparation of reliable informationaccuracy and completeness in maintaining accounting records and prevention and detectionof frauds and errors. The Audit Committee actively reviews the adequacy and effectivenessof the internal financial control systems and suggests improvements if any to strengthenthe same.

21. ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

National Company Law Tribunal Mumbai has approved the settlement agreement enteredbetween the Directors of the Corporate Debtor and members of the CoC wide its order dated22nd July 2021 whereby the application filed with NCLT under Section 9 of IBC byerstwhile financial creditor has been withdrawn and erstwhile management of the company isrestored.

22. DIRECTOR'S RESPONSIBILITY STATEMENT

In compliance of section 134(5) of the Act the directors state that:

(i) in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures.

(ii) they have selected such accounting policies and applied them consistently and madejudgments 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 and of the loss ofthe company for FY2020-21.

(iii) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.

(iv) they have prepared the annual accounts on a going concern basis.

(v) they have laid down internal financial controls to be followed by the company andthat such internal financial controls are adequate and are operating effectively.

(vi) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and are operating effectively.

23. DIRECTORS & KEY MANAGERIAL PERSONNEL

(I) Appointment/Reappointment Change in Director

During the year under review there was no change in the Board of Directors of theCompany.

(ii) Directors liable to retire by rotation

Mrs. Priya Jain (DIN: 07211719) retires by rotation at the ensuing AGM being eligibleoffers herself for re-appointment. Necessary details for re-appointment as required underthe Act and the SEBI Listing Regulations is given in the notice of 27th AGM.

(iii) Number of meetings of Board of Directors

This information has been furnished under Report on Corporate Governance which formspart of this report.

(iv) Committees of Board

This information has been furnished under Report on Corporate Governance which formspart of this report.

(v) Meeting of Independent Directors

The Independent Directors of the company at their meeting held on20th August 2020reviewed the performance of non-independent directors and the Board as a whole includingthe chairman of the company by taking into consideration views expressed by the executivedirectors and non-executive directors at various level pertaining to the quality quantityand timeliness of flow of information between the company management and the board haveexpressed their satisfaction.

(vi) Declaration from Independent Directors

The independent directors have submitted a declaration of independence stating thatthey meet the criteria of independence provided under section 149(6) of the Act asamended and regulation 16 of the SEBI Listing Regulations. The independent directors havealso confirmed compliance with the provisions of rule 6 of Companies (Appointment andQualifications of Directors) Rules 2014 as amended relating to inclusion of their namein the databank of independent directors.

The Board took on record the declaration and confirmation submitted by the independentdirectors regarding meeting the prescribed criteria of independence after undertaking dueassessment of the veracity of the same in terms of the requirements of regulation 25 ofthe SEBI Listing Regulations.

(vii) Policy on Directors' Appointment and Remuneration

The Board has on the recommendation of the Nomination and Remuneration Committeeframed a policy for the selection and appointment of Directors Senior Management andtheir remuneration. The Remuneration Policy and the details pertaining to the remunerationpaid during the year are furnished in the Corporate Governance Report which forms part ofthis report.

(viii) Performance Evaluation

Pursuant to the provisions of the Companies Act 2013 SEBI Listing Regulations andCirculars and Guidance Notes issued by SEBI in this regard the Board has carried out anannual performance evaluation of its own performance the Directors individually as wellas the evaluation of the working of its Audit Nomination and Remuneration and otherCommittees.

24. STATUTORY AUDITORS AND HIS REPORT

M/s. AMS & Co Chartered Accountants (Firm Reg. No. 130878W) were appointed asStatutory Auditors of the Company till the conclusion of the 31st Annual General Meeting.As per the provisions of Section 139 of the Act they have confirmed that they are notdisqualified from continuing as Auditors of the Company.

The Audit Report of M/s. AMS & Co Chartered Accountants on the FinancialStatements of the Company for the Financial Year 2020-21 forms part of this Annual Report.The report does not contain any qualification reservation adverse remark or disclaimer.

25. SECRETARIAL AUDITOR AND HIS REPORT

Pursuant to the provisions of section 204 of the Act the Board has appointed Mr.Suprabhat Chakraborty practising company secretary (C.P. No. 15878) to undertakesecretarial audit of the Company.

A report from the secretarial auditor in the prescribed Form M R-3 is annexed as"Annexure-C" to this Report. The report contains the following observation.

1. Company is having subsidiary incorporated outside India and as per the requirementof Section 129 of the Companies Act 2013 Company has not prepared the consolidatedfinancial statement.

Management would like to state that Financial Results have been prepared on Standalonebasis as during the year there were no operational activity in the wholly ownedsubsidiaries

2. The Company Secretary and Compliance Officer (Mr Mahendra Tarbundiya) had resignedfrom his post on 7th June2019. The Board has not appointed any Company Secretary andCompliance Officerto occupy the vacate position till 31st March2021.

Management would like to state that the company was in search of suitable candidate tofulfill the vacate position and Company has appointed Ms. Rita Ramesh Panchal as CompanySecretary and Compliance office of the Company

3. The Company has not paid Annual Listing Fees and trading in Bombay Stock Exchangehas been suspended.

Management would like to state that the company is in process of payment of the listingfees.

4. Tanaya Enterprises a creditor of the Company toward whom an amount ofRs 9049844 ispayable has filed a petition with NCLT Mumbai Bench for the recovery of its amount due.

The NCLT Mumbai has approved the settlement agreement entered between the Directorsof the Corporate Debtor and members of the CoC vide its order dated 22nd July 2021whereby the application filed with NCLT underSection9oflBC by erstwhile financial creditorhas been withdrawn and erstwhile management of the company is restored.

In addition to the above and pursuantto SEBI circular dated 8 February 2019 a reporton secretarial compliance by Mr. Suprabhat Chakraborty for FY2020-21 has been submittedwith stock exchange.

26. COST AUDITOR AND COSTAUDIT REPORT:

Appointment of Cost Auditor is not applicable to your Company.

27. SEXUAL HARASSMENT

The Company has adopted a policy in line with the requirements of Prevention of SexualFlarassment of Women at the Workplace. No complaint was received during the year under thesaid policy.

28. PARTICULAROF EMPLOYEES

Considering the provisions of Section 197(12) of the Act read with the relevant rulesand having referred to provisions of the First Proviso to Section 136(1) of the Act theAnnual Report is being sent to the members of the Company excluding details ofparticulars of employees and related disclosures. The said information/ details areavailable for inspection at the Registered Office of the Company during working hours onany working day. Any member interested in obtaining this information may write to theCompany Secretary and this information would be provided on request.

29. CONSERVATION OF ENERGY TECHNOLOGY AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as prescribed under Section 134 (3) (m) of the Companies Act2013 read with Rule 8 of Companies (Accounts) Rules 2014 are given in"Annexure-D" annexed hereto and forms part of this Report.

30. HEALTH SAFETY AND ENVIRONMENT

The company considers safety environment and health as the management responsibilityand therefore being constantly aware of its obligation towards maintaining and improvingthe environment across various spheres of its business activities.

31. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS IMPACTING GOING CONCERN STATUSAND COMPANY'S STATUS IN FUTURE

During year no significant and material orders were passed by any regulator or court ortribunal impacting the going concern status and Company's operations in future.

32. ACKNOWLEDGEMENTS

Your Directors place on record their appreciation for the continued co-operation andsupport extended to the company by the bankers media professionals customers andregulatory authorities. Your Directors also place on record sincere appreciation of thecontinued hard work put in by employees at all levels.

For and on behalf of Board of Directors
Sd/- Sd/-
Abhinandan Jain Arihant Jain
Wholetime Director & CFO Director
DIN:03199953 DIN:03288261
Date: 25.11.2021
Place: Mumbai

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