The Members of
Risa International Limited
Your Directors have pleasure in presenting the 24th Annual Report of the Companytogether with the Audited Financial Statements of the Company for the financial year ended31st March 2018.
| || ||(Rs. in Lakhs) |
|PARTICULARS ||Financial year 2017-2018 ||Financial year 2016-2017 |
|Total Revenue ||14 .0 873 ||63555.4 |
|Less: Total Expenditure ||15 909 .3 ||62382.8 |
|Profit/ (Loss) beforeTax ||(36.32) ||116.62 |
|Total Tax Expense ||- ||38.24 |
|Profit/ (Loss) After Tax ||(36.32) ||78.38 |
The income from operations decreased to Rs. 1473.08 Lakhs from Rs. 6355.45 lakhs inprevious year (decreased by 76.82 %). Total expenditure of the Company decreased to Rs.1509.40 lakhs from Rs. 6238.82 lakhs (decreased by 75.81 %). Loss before and after taxstood at Rs. 36.32 lakhs.
Considering the loss incurred in the Company your Directors do not recommend anydividend for the financial year under review.
STATE OF AFFAIRS OF THE COMPANY
The Company is driven by passionate promoters from the industry engaged in textilegarments and collection & processing of iron and steel scraps for recycling with aview to strengthen its existing platforms and building new ones. Figures stated hereinabove are self-explanatory about the state of affairs of the Company.
TRANSFER TO RESERVES
During the financial year under review this item is explained under the head"Reserves & Surplus" forming part of the balance sheet as mentioned in NoteNo. 10.
The Company has not accepted any amount falling within the purview of provisions ofSection 73 of the Companies Act 2013 ("the Act") read with the Companies(Acceptance of Deposit) Rules 2014 during the year under review. Hence the requirementfor furnishing of details relating to deposits covered under Chapter V of the CompaniesAct 2013 or the details of deposits which are not in compliance with the Chapter V of theCompanies Act 2013 is not applicable.
CHANGE IN THE NATURE OF BUSINESS; IF ANY
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.
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. Furtherthe Company don't have any associate and joint venture company.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report forms an integral part of this Report andgives detail of the overall industry overview business overview and performance reviewand state of affairs of the Company.
CHANGES IN SHARE CAPITAL
During the financial year under review there were no changes in the issued subscribedand paid-up share capital of the Company.
PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES
All related party transactions that were entered into during the financial year underreview were on arm's length basis and were in the ordinary course of the business.Necessary approvals of Audit Committee and Board of Directors of the Company has beentaken in this regard wherever required. There are no materially significant related partytransactions made by the Company with Promoters Key Managerial Personnel or otherdesignated persons which may have potential conflict of interest with the Company atlarge. Therefore there does not exist any details to be mentioned in Form No. AOC-2 whichis annexed as Annexure-B which forms part of this report.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
The details of loans guarantees and investments within the purview or Section 186 ofthe Companies Act 2013 read with Companies (meetings of Board and its Powers) rule 2014are given in Notes Forming Part of financial statement.
EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Section 134 (3) (a) of the Companies Act 2013 Extractof the Annual Return i.e. Form MGT-9 for the financial year ended 31st March 2018 madeunder the provisions of Section 92(3) of the Companies Act 2013 is attached as Annexure-Cwhich forms part of this Report.
BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL
i. Retirement by rotation:
In accordance with the provisions of Section 152(8) of the Companies Act 2013 Mr.Abhinandan Jain(DIN: 03199953) Director of the Company retire by rotation at the ensuingAnnual General Meeting and being eligible offer himself for his re-appointment. YourDirectors recommend his re-appointment.
ii. Declarations by Independent Directors:
The Company has received declarations form all the Independent Directors pursuant toSection 149 (6) of the Companies Act 2013 confirming their independence vis--vis theCompany.
iii. Number of meeting of Board of Directors:
During the financial year 2017-18 the Board of Directors met for five (5) times on27/05/2017 16/08/2017 14/09/2017 13/12/2017 and12/02/2018. The intervening gap betweenany two meetings was within the time frame prescribed under the Companies Act 2013. Thedetails pertaining to attendance of Directors at Board Meeting are given in CorporateGovernance Report which forms part of this report.
iv. Meeting of Independent Directors:
The Independent Directors of the Company at their meeting held on 12th February 2018for reviewing the performance of non-independent Directors and the Board as a wholeincluding the Chairman of the meetings by taking into consideration views expressed by theExecutive Directors and Non-Executive Directors at various levels pertaining to qualityquantity and timelines of flow of information between the Company management and theBoard.
CORPORATE SOCIAL RESPONSIBILITY
During the financial year under review the provisions of Corporate SocialResponsibility were not applicable to the Company.
COMMITTEES OF THE BOARD
Currently the Board has 3(three) Committees:
a. Audit Committee
b. Nomination and Remuneration Committee
c. Stakeholders' Relationship Committee.
The details of the aforesaid committees are given in the Corporate Governance Reportwhich forms part of this Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT
In terms of Section 134 (5) of the Companies Act 2013 in relation to the auditedfinancial statements of the Company for the financial year ended 31st March 2018 theBoard of Directors hereby confirms that:
a. in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
b. such accounting policies have been selected and applied consistently and theDirectors made judgments and estimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as at 31st March 2018 and ofthe profit/loss of the Company for that financial year;
c. proper and sufficient care was taken for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;
d. the annual accounts of the Company have been prepared on a going concern basis;
e. the Company had laid down internal financial controls to be followed by the Companyand such financial controls were adequate and were operating effectively.
f. proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
ANNUAL EVALUATION OF DIRECTORS COMMITTEES AND BOARD
The Board has adopted a mechanism for evaluating its own performance and that of itsCommittees including the Chairman of the Board. This exercise was carried out by feedbacksurvey from each directors on parameters such as attendance contribution at the meetingBoard functioning composition of Board and its Committees experience competencies andgovernance issues.
STATUTORY AUDITORS AND HIS REPORT
Pursuant to the provisions of Section 139 of the Companies Act 2013 and the Companies(Audit and Auditors) Rules 2014 M/s. Motilal & Associates Chartered Accountants(Firm Registration No. 106584W) the Statutory Auditors of the Company have been appointedfor a term of 5 (five) consecutive years i.e. upto the conclusion of the AGM to be held inthe calendar year 2020. The Company has received a confirmation from the said Auditorsthat they are not disqualified to act as the Auditors and are eligible to hold the officeas Auditors of the Company.
The observations / qualifications / disclaimers made by the Statutory Auditors in theirreport for the financial year ended 31st March 2018 are self-explanatory and thereforedo not call for any further explanation or comments from the Board.
SECRETARIAL AUDITORS AND HIS REPORT
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. Rohit Oza & Co. Practising Company Secretaries (Membership No. 33497C.P. No. 16076) to conduct the Secretarial Audit of the Company for the financial year2017-18. The Report of the Secretarial Audit Report is annexed herewith as Annexure-D.
Directors' explanation on the comments of the Secretarial Auditor for the financialyear ended 31st March 2018 as set out in his Secretarial Audit Report dated 13th August2018 is as follows:
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.
The Board of Directors of your Company would like to state that the management is inthe process of winding up of its wholly owned subsidiary i.e. Risa Universal Ltd.(Hongkong). Since there were no operations during the financial year under review in thesaid Subsidiary Company Consolidated financial statement has not been prepared as per therequirement of Section 129 of the Companies Act 2013. A statement containing the salientfeatures of the financial statements and related information of the said subsidiary isgiven in Form No. AOC-1 annexed herewith as Annexure-A which is carrying NIL details.
Return for the appointment of Whole Time Director Mr. Abhinandan Jain in theprescribed form MR-1 is not produced before us for verification hence unable to commentupon filing status of the same.
The Board of Directors of your Company would like to inform that the concerned officerhas already undertaken the necessary step in this regard.
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 Board of Directors of the Company has adopted mechanism to identify assessmonitor and mitigate various risks attached to the business of the Company. Major risksidentified pertaining to business and functions of the Company are systematicallyaddressed by taking suitable actions on a continuing basis.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures. The Company has an Internal Control System commensuratewith the size scale and complexity of its operations. The Internal Audit Departmentmonitors and evaluates the efficacy and adequacy of internal control system in theCompany its compliance with operating systems accounting procedures and policies.
The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. During the financial year under review nomaterial or serious observation has been received from the Statutory Auditors of theCompany for inefficiency or inadequacy of such controls.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company has a Whistle Blower Policy/Vigil Mechanism for the employee to reportgenuine concerns/ grievances. The Policy is uploaded on the Company's website i.e.www.risainternational.com. The Policy provides for adequate safeguards against thevictimization of the employees who use the vigil mechanism. The vigil mechanism isoverseen by the Audit Committee.
PARTICULARS OF EMPLOYEES
The Company has not employed any individual whose remuneration falls within the purviewof the limits prescribed under the provisions of Section 197 of the Companies Act 2013read with Rule 5 (2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.
Considering the provisions of Section 197 (12) of the Companies Act 2013 read withthe relevant 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 theCompany excluding 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 Secretary of the Company ofhis/her date and time of visit for the same.
ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL
During the financial year under review no significant and material orders were passedby the regulators or courts or tribunals impacting the going concern status and Company'soperations in future.
Your Company has successfully implemented the mandatory provisions of CorporateGovernance as stipulated in SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. A Report on Corporate Governance along with a certificate from M/s.Motilal& Associates Chartered Accountants confirming the compliance of conditions ofCorporate Governance forms part of this Annual Report.
REPORT UNDER THE PREVENTION OF SEXUAL HARASSMENT ACT
Your Company is committed to provide a safe healthy and congenial atmosphereirrespective of cast creed or social class of the employee.
Your Company affirms that during the financial year under review there were nocomplaints reported under the Sexual Harassment of Woman at workplace (PreventionProhibition and Redressal) Act 2013.
ACKNOWLEDGEMENTS AND APPRECIATION
Your Directors take this opportunity to convey thanks to bankers customersshareholders suppliers business partners/associates financial institutions and Centraland State Governments and other agencies for extending their consistent supportco-operation and encouragement to the Company.
|FOR RISA INTERNATIONAL LIMITED || |
|Sd/- ||Sd/- |
|Mr. Abhinandan Jain ||Mr. Arihant Jain |
|Whole Time Director ||Director |
|DIN: 03199953 ||DIN: 03288261 |
|Date: 13.08.2018 || |
|Place: Mumbai || |