You are here » Home » Companies » Company Overview » Risa International Ltd

Risa International Ltd.

BSE: 530251 Sector: Others
NSE: N.A. ISIN Code: INE001O01029
BSE 00:00 | 13 Sep 0.34 0
(0.00%)
OPEN

0.34

HIGH

0.34

LOW

0.34

NSE 05:30 | 01 Jan Risa International Ltd
OPEN 0.34
PREVIOUS CLOSE 0.34
VOLUME 55217
52-Week high 0.49
52-Week low 0.30
P/E
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 0.34
CLOSE 0.34
VOLUME 55217
52-Week high 0.49
52-Week low 0.30
P/E
Mkt Cap.(Rs cr) 5
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 of Risa International Limited

Your Directors and Resolution Professional present the 26th Annual Report ofthe Company together with the Audited Financial Statements of the Company for thefinancial year ended 31st March 2020.

INITIATION OF CORPORATE INSOLVENCY RESOLUTION PROCESS (CIRP):

Risa International Limited is under Corporate Insolvency Resolution Process (CIRP) ofthe Insolvency and Bankruptcy Code 2016 (IBC) in terms of Order passed by the Hon'bleNational Company Law Tribunal (NCLT) Mumbai Bench with effect from August 31 2020. Mr.Sanjiv Kumar Arora was appointed as interim Resolution Professional by Hon'ble NCLTMumbai bench who has been confirmed as a resolution professional in first COC meeting heldon 25/09/2020. However order of hon'ble NCLT is awaited. Its affairs business and assetsare being managed by the Resolution Professional Mr. Sanjiv Kumar Arora.

Under Section 17 of the of the Insolvency & Bankruptcy Code; a. the management ofthe affairs of the company shall vest in the Resolution Professional.

b. the powers of the Board of Directors shall stand suspended and be exercised by theResolution Professional.

c. the officers and managers of the company if any shall report to the resolutionprofessional and provide access to such documents and records of the company as may berequired by the Resolution Professional.

d. the financial institutions maintaining accounts of the company shall act on theinstructions of the Resolution Professional in relating to such accounts furnish allinformation relating to the company available with them to the Resolution Professional.

FINANCIAL SUMMARY

(Rs. in Lakhs)

PARTICULARS Financial year Financial year
2019-2020 2018-2019
Total Revenue 6.12 1.50
Less: Total Expenditure 1037.04 200.81
Profit/ (Loss) before Tax (1030.92) (199.30)
Total Tax Expense - -
Profit/ (Loss) After Tax (1030.92) (199.30)

The total income of the company increased from Rs. 1.50 lacs to Rs. 6.12 lacs .Total expenditure of the company increased to Rs. 1037.04 lacs from Rs. 200.81 lacs . Lossbefore and after tax stood at Rs. 1030.92 lacs.

DIVIDEND

Your directors do not recommend any dividend considering the loss incurred in thecompany.

TRANSFER TO RESERVES

No amount is proposed to be transferred to reserves on account of loss incurred duringthe Financial Year 2019-2020.

STATE OF AFFAIRS OF THE COMPANY

The Company is driven by passionate promoters from the industry engaged in trading oftextile iron and steel and into realty business.

DEPOSITS

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

CHANGE IN THE NATURE OF BUSINESS

During the financial year under review there was no change in the nature of businessof the Company.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY

No material changes and commitments which could affect the Company's financial positionhave occurred between the end of the financial year of the Company under review and dateof this report. However one of the Unsecured Creditor of the Company has approached theCourt for recovery of outstanding dues. The matter is pending before NCLT Mumbai. Thecompany has initiated insolvency proceedings against 6(Six) Companies out of which orderhas been passed against 2(Two) Companies.

SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report on the operations of the Company asrequired under the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 (hereinafter referred to as ‘Listing Regulations') is provided in a separatesection and forms an integral part of this Report.

CHANGES IN SHARE CAPITAL

As on 31 March 2020 paid up share capital of the company stood at Rs. 31.90 croreconsisting of 159500250 equity shares of face value of Rs.2 each fully paid up.

PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

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-2which is attached 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 https://www.risainternational.com

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

The company has not given any loans or guarantees or made any investments incontravention of the provisions of the 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 the financial statements.

EXTRACT OF ANNUAL RETURN

In accordance with the requirements of Section 92 (3) of the Companies Act 2013 andrule 12 (1) of the Companies (Management and Administration) Rules 2014 an extract ofAnnual Return in Form MGT-9 is furnished as " Annexure - C " to thisreport and also placed on the Company's website www.risainternational.com.

INFORMATION ON CORPORATE INSOLVENCY RESOLUTION PROCESS

Risa International Limited is under Corporate Insolvency Resolution Process (CIRP) ofthe Insolvency and Bankruptcy Code 2016 (IBC) in terms of Order passed by the Hon'bleNational Company Law Tribunal (NCLT) Mumbai Bench with effect from August 31 2020. Mr.Sanjiv Kumar Arora was appointed as interim Resolution Professional by Hon'ble NCLTMumbai bench who has been confirmed as a resolution professional in first COC meeting heldon 25/09/2020. However order of hon'ble NCLT is awaited. Its affairs business and assetsare being managed by the Resolution Professional Mr. Sanjiv Kumar Arora.

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).

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

(i) Appointment/Reappointment

Mr. Abhinandan Jain (DIN:03199953) will be reappointed as Whole Time Director subjectto approval of shareholders in the ensuing annual general meeting.

(ii) Change in Directorate / Key Managerial Personnel

During the year under review there was no change in the Board of Directors of theCompany. Further Mr. Mahendra Tarbundiya Company Secretary and Compliance officer resignedon 7th June2019.

(iii)Directors liable to retire by rotation

Ms. Priya Jain (DIN: 07211719 ) retires by rotation at the ensuing Annual GeneralMeeting being eligible offers herself for re-appointment. Necessary details forre-appointment as required under the Act and the SEBI Listing Regulations is given in thenotice annual general meeting.

(iv) Number of meetings of Board of Directors

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 on 11th February 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 Board took on record thedeclaration and confirmation submitted by the independent directors regarding meeting theprescribed criteria of independence after undertaking due assessment of the veracity ofthe same in terms of the requirements of regulation 25 of the 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.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of section 135 of the Companies Act2013 are not applicable to thecompany.

COMMITTEES OF THE BOARD

The Board of Directors have the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee.

The details of the Committees of the Board along with their composition number ofmeetings and attendance at the meetings are provided in the Corporate Governance Report.

DIRECTORS 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 profit/loss of the company for FY2020.

(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.

STATUTORY AUDITORS AND HIS REPORT

M/s. Motilal & Associates Chartered Accountants (Firm Registration No. 106584W)the Statutory Auditors of the Company have been appointed for a term of 5 (five)consecutive years i.e. upto the conclusion of the AGM to be held in the calendar year 2020As the term of present Auditor expires at this AGM it is recommended to appoint M/s. AMS& Co Chartered Accountants having registration no. 130878W in place of the retiringAuditors at such remuneration as agreed between Auditor and Resolution Professional

The Audit Report of M/s. Motilal & Associates on the Financial Statements of theCompany for the Financial Year 2019-20 forms part of this Annual Report. The report doesnot contain any qualification reservation adverse remark or disclaimer.

SECRETARIAL AUDITORS 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 MR-3 is annexed as "Annexure-D " to this Report. The report contain the following observation.

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

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

2. The Company Secretary and Compliance Officer ( Mr. Mahendra Tarbundiya) hadresigned from his post on 7th June2019. The Board has not appointed anyCompany Secretary and Compliance Officer to occupy the vacate position till 31stMarch2020.

Management would like to state that the company is in search of suitable candidate tofulfill the vacate position.

3. The Company has granted interest free unsecured loans to Risa Universal Ltdi.e a subsidiary company.

Management would like to state that the Company i.e Risa Universal Ltd is WhollyOwned Subsidiary and hence interest free loan has been given.

4. 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.

In addition to the above and pursuant to SEBI circular dated 8 February 2019 a reporton secretarial compliance by Mr. Suprabhat Chakraborty for FY 2019- 2020 have beensubmitted to stock exchange.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION 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-Eannexed hereto and forms part of this Report.

RISK MANAGEMENT POLICY

The Company has well defined mechanism to mitigate risks. The Company reviews themechanism periodically to align with the changes in market practices and regulations.Compliance risks have been mitigated through periodical monitoring and review of theregulatory framework to ensure complete compliance with all applicable statutes andregulations.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your company has an effective internal control and risk-mitigation system which areconstantly assessed and strengthened with new/revised standard operating procedures. TheCompany's internal control system is commensurate with its size scale and complexities ofits operations. The internal audit is entrusted to M/s. Dhawan & Co CharteredAccountants.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

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 of the company www.risainternational.com.

PARTICULARS OF EMPLOYEES

Considering the provisions of Section 197 (12) of the Companies Act 2013 read with therelevant rules and having referred to provisions of the first proviso to Section 136 (1)of the Companies Act 2013 the Annual Report is being sent to the members of the Companyexcluding details of particulars of employees and related disclosures. The saidinformation/ details are available for inspection at the Registered Office of the Companyduring working hours for a period of twenty one days before the date of Annual GeneralMeeting of the Company on any working day provided the member intending to visit for thesaid inspection has given two days prior notice to the Company of the Company of his/herdate and time of visit for the same.

ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

At present the Company is under Insolvency Resolution Process (CIRP) of the Insolvencyand Bankruptcy Code 2016 (IBC) in terms of Order passed by the Hon'ble National CompanyLaw Tribunal (NCLT) Mumbai Bench. At present the order is awaited

CORPORATE GOVERNANCE

A separate report on Corporate Governance is enclosed as a part of this Annual Report.A certificate from the Practicing Company Secretary regarding compliance with theCorporate Governance norms stipulated is annexed to the Report on Corporate Governance.

REPORT UNDER THE PREVENTION OF SEXUAL HARASSMENT ACT

In order to comply with provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and Rules framed thereunder the Companyhas formulated and implemented a policy on prevention prohibition and redressal ofcomplaints related to sexual harassment of women at the workplace. All women employeeswhether permanent temporary or contractual are covered under the above policy. During theyear under review no complaints were reported to the Board.

ACKNOWLEDGEMENTS AND APPRECIATION

On behalf of Your Directors we wish to place on record their appreciation for thecontribution made by the employees at all levels but for whose hard work and supportyour Company's achievements would not have been possible.

For Risa International Limited
(Company under Corporate Insolvency
Resolution Process)
Dated: 08.12. 2020 Sd/-
Place: Mumbai Mr. Sanjiv Kumar Arora
Resolution Professional
Reg. No IBBI/IPA-001/IP-P-
01462/2018-2019/12390

.