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Rishi Laser Ltd.

BSE: 526861 Sector: Engineering
NSE: N.A. ISIN Code: INE988D01012
BSE 00:00 | 01 Oct 5.70 -0.28
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NSE 05:30 | 01 Jan Rishi Laser Ltd
OPEN 5.70
PREVIOUS CLOSE 5.98
VOLUME 1300
52-Week high 16.45
52-Week low 4.60
P/E
Mkt Cap.(Rs cr) 5
Buy Price 5.70
Buy Qty 851.00
Sell Price 5.70
Sell Qty 200.00
OPEN 5.70
CLOSE 5.98
VOLUME 1300
52-Week high 16.45
52-Week low 4.60
P/E
Mkt Cap.(Rs cr) 5
Buy Price 5.70
Buy Qty 851.00
Sell Price 5.70
Sell Qty 200.00

Rishi Laser Ltd. (RISHILASER) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting their 27th Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended March31 2019.

FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

(Rs. In Lacs)
Sr. No. Particulars

2018-19

2017-18

Standalone Consolidated Standalone Consolidated
I. Total Income 14328.42 14378.02 12538.07 12574.47
II. Earnings before Interest depreciation tax & Exceptional Items (EBIDT) 941.81 951.67 760.29 773.84
III. Profit/(Loss) before Tax 175.73 183.19 (77.91) (75.63)
IV. Provision for Tax (167.55) (167.15) (59.04) (65.49)
V. Profit/(Loss) after Tax 343.28 350.34 (18.87) (10.14)
VI. Total comprehensive income for the period 239.38 245.13 (9.78) (2.68)

DIVIDEND

To strengthen the cash flow of the Company no dividend was considered and recommendedfor the financial year under review.

COMPANY'S WORKING DURING THE YEAR

Your Company continues to pursue the business of fabrication of sheet metal components.The total income earned for the year ended March 31 2019 was Rs.143.28 crores as comparedto Rs.125.38 crores in the previous year on standalone basis registering a growth of14.28%. Operations during the year have resulted in Earnings before Interest Depreciationand Tax (EBIDT) of Rs. 9.42 crores compared to Rs.7.60 crores in the previous year. Profitafter tax during the year was at Rs.3.43 crores compared to net loss of Rs.0.18 croresincurred in the previous year on standalone basis.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There are no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the financial year to which the financialstatements relate and the date of the report.

CREDIT RATINGS

Subsequent to the end of the financial year under review the Company has received thefollowing credit ratings from CRISIL vide their letter dated 26th June 2019:

Total Bank Loan Facilities Rated Rs.20.45 Crore
Long- Term Rating CRISIL B+/Stable
Short-Term Rating CRISIL A4

SIGNIFICANT AND MATERIAL ORDERS

There have been no significant and material orders passed by the Regulators or Courtsor Tribunals impacting the going concern status and the Company's operations in future.

ADOPTION OF INDIAN ACCOUTING STANDARD (IND AS)

As mandated by the notification of Ministry of Corporate Affairs dated 16thFebruary 2015 notifying the Companies (Indian Accounting Standard) Rules 2015 YourCompany has implemented Indian Accounting Standards ("IND AS") to recordfinancial transactions pursuant to Notification from financial year 2017-2018. During theyear 2018-2019; the Company has successfully implemented the Ind AS.

RESERVES

Reserves and Surplus on standalone basis as on March 31 2019 were Rs. 2819.03 Lacsincluding Rs.2204.33 Lacs towards revaluation reserve as compared to Rs. 2579.65 in theprevious year including therein Rs.2204.35 Lacs towards revaluation reserve.

SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES

As on the date of Balance Sheet the Company has one subsidiary viz. Rishi VocationalEducation Private Limited. The Company has not entered into any joint venture arrangementsand does not have any Associate Company.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of your Company for the financial year 2018-19are prepared as per Indian Accounting Standards ("IND AS") and in compliancewith applicable provisions of the Companies Act 2013 read with the Rules issuedthereunder and the provisions of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. The consolidated financial statements have been prepared on the basisof audited financial statements of your Company and its Subsidiary.

PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARY INCLUDED IN THE CONSOLIDATEDFINANCIAL STATEMENT

The detail of the financial position of the Subsidiary in Form AOC-1 is included in theConsolidated Financial Statement forming part of this Annual Report. Since your Companyhas adopted Indian Accounting Standard (IND AS) in preparation of financial statementsthe financial statements of the Subsidiary are also prepared in accordance with IND AS.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations.

The Internal Auditor appointed by the Company conducts an Internal Audit and monitorsand evaluates the efficacy and adequacy of internal control system its compliance withoperating systems accounting procedures and policies at all locations of the Company.Internal Audit Findings and recommendations areas for improvement are reviewed by theAudit Committee. Based on the report of internal auditor; management undertakes correctiveaction in their respective areas and thereby strengthen the controls.

AUDIT OBSERVATIONS AND EXPLANATION OR COMMENT BY THE BOARD

There were no qualifications reservations or adverse remarks made either by theAuditors or by the Practicing Company Secretary in their respective Reports. Theobservations made by the Auditors read with the relevant notes on accounts areself-explanatory.

REPORTING OF FRAUDS BY AUDITORS

During the year under review neither the statutory auditor nor the secretarial auditorhas reported to the audit committee under Section 143 (12) of the Companies Act 2013any instances of fraud committed against the Company by its officers or employees thedetails of which would need to be mentioned in the Board's Report.

DEPOSITS

During the year under report the Company has not accepted deposits from public underChapter V of the Companies Act 2013 and rules made thereunder.

STATUTORY AUDITORS

In the 26th Annual General Meeting; M/s. Shah Mehta and Bakshi CharteredAccountants Vadodara (FRN: 103824W) were appointed as the Statutory Auditors of theCompany for a term of 5 financial years commencing from 2018-2019 to hold office till theconclusion of the 31st Annual General Meeting of the Company.

Your Company has obtained a declaration from the Statutory Auditors that they meet withthe requisite criteria as provided under the provisions of the Companies Act 2013 readwith applicable Rules and Advisories to continue as the Statutory Auditors of the Companyfor the financial year 2019-2020.

AUDIT REPORT

As per the provisions of the Companies Act 2013 the Auditors Report on Standalone andConsolidated Financial Statements for the year ended 31st March 2019 as issuedby the Statutory Auditor; M/s. Shah Mehta and Bakshi Chartered Accountants forms part ofthis Annual Report.

MAINTAINANCE OF COST RECORD AND COST AUDIT

The Company is mandated to maintain cost records pursuant to the provisions of Section148 (1) of the Companies Act 2013.

Pursuant to the provisions of Section 148 (2) of the Companies Act 2013 the Board ofDirectors at its meeting held on 30th May 2019 appointed M/s. P.K.Chatterjee& Associates Cost Accountants (FRN. 101833) as the Cost Auditors for conducting theCost Audit for the financial year 2019-2020. A resolution seeking members' ratificationfor the remuneration payable to Cost Auditor is included in the Notice convening the 27thAnnual General Meeting of the Company.

The Cost Audit report for the financial year ended 31st March 2019; afterbeing taken on record by the Board shall be filled with MCA within the stipulated time.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31 2019 was Rs. 919.26 Lacs. There was nochange in the Share Capital of the Company during the financial year under report.

As on March 31 2019 following two directors are holding shares of the Company:

Mr. Harshad Patel

Mr. Dinesh Chandra Mehta

EXTRACT OF THE ANNUAL RETURN

The extract of the Annual Return pursuant to the provisions of Section 92 of the Actread with Rule 12 of the Companies (Management and Administration) Rules 2014 isfurnished in Form MGT-9 as Annexure ‘A' to the Report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of conservation of energy technology absorption foreign exchange earningsand outgo are as follows: A.

CONSERVATION OF ENERGY

The Company has implemented energy conservation measures at all plants and offices. TheCompany is also increasing the awareness within the organization for energy saving.

B. TECHNOLOGY ABSORPTION

The Company is not carrying out any R&D Operations but is assisting its customersin prototyping and developing import substitute items.

TECHNOLOGY ABSORPTION ADAPTION AND INNOVATION

The Company has not imported any Technology.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

The earning in foreign exchange amounts to Rs.30.16 Lacs. The expenditure in foreigncurrency on account of components & spare parts amounts to Rs.5.62 Lacs.

BOARD OF DIRECTORS

Details of Board of Directors

As on the date of Balance sheet; the Board of Directors of the Company consisted ofFour Directors. Since Mr. Harshad Patel Chairman of the Board is in Executive capacitypursuant to requirements of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 its Board comprises of 50% of the Independent Directors.

Out of the Four Directors One Director is categorized as Promoter-Director two areIndependent Directors appointed pursuant to provisions of section 149 of the Companies Act2013 and one is Non-Executive Woman Director. As on the date of Balance sheet; there is noNominee Director on the Board of the Company.

No Director of the Company is either member of more than ten committees and/or Chairmanof more than five committees across all Companies in which he/ she is Director andnecessary disclosures to this effect has been received by the Company from all theDirectors.

During the financial year under review there were no changes in the Board of Directorsof the Company.

Change in Directors:

The present tenure of Mr. Dinesh Chandra Mehta as an Independent Director on the Boardshall come to an end at the conclusion of ensuing Annual General Meeting. He has expressedhis willingness to continue as an Independent Director and has also confirmed that hemeets the criteria of Independence as provided by the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015. Based on evaluationreport the Nomination and Remuneration Committee and Board has recommended there-appointment of Mr. Dinesh Chandra Mehta as Independent Director of the Company for asecond term of five consecutive years from the conclusion of 27th AnnualGeneral meeting till the conclusion of 32nd Annual General meeting. The SpecialResolution for appointment of Mr. Dinesh Chandra Mehta forms part of the notice of AnnualGeneral Meeting.

The present tenure of Mr. Vasant Goray as an Independent Director on the Board shallcome to an end at the conclusion of ensuing Annual General Meeting. Mr. Vasant Goray hasexpressed his unwillingness to continue as an Independent Director due to medicalcondition and his unstable health which does not permit him to devote time and resourceswhich an Independent Director is expected to devote as a part of his position. TheNomination and Remuneration Committee requested Mr. Vasant Goray to continue as aNon-Executive Director subsequent to end of his present tenure as an Independent Directorto which he has consented. The Committee accordingly has recommended to the Board to placebefore the members a resolution for appointment of Mr. Vasant Goray as a Non-ExecutiveDirector liable to retire by rotation. The necessary resolution in this regard forms partof the Notice of ensuing Annual General Meeting.

Ms. Sheela Ayyar retires by rotation in this Annual General Meeting and offers herselffor reappointment.

Further the Nomination and Remuneration Committee has recommended to the Board to placebefore the members a resolution for appointment of Ms. Sheela Ayyar as an IndependentDirector on the Board as she fulfills the criteria of Independence. The Board of Directorsof the Company in their meeting held on 12th August 2019 have proposed for theapproval of members appointment of Ms. Sheela Ayyar as an Independent Director pursuant tothe provisions of Section 149 of the Companies Act 2013 read with the rules madethereunder for a term of five consecutive years to hold office from the conclusion ofensuing 27th Annual General meeting till the conclusion of 32nd AnnualGeneral meeting.

Details of the meetings of the Board of Directors

During the year in all five Board Meetings were held on 30th May 2018 14thAugust 2018 25th September 2018 14th November 2018 and 14thFebruary 2019. The time gap between any two meetings was not more than 120 days.

The details of Directors and their attendance record at Board Meetings held during theyear at last Annual General Meeting and number of other directorships in public Cos. andchairmanships/memberships of committees is given below:

Name Category Other Directorships in Public Cos. Committee Membership/ Chairmanship #(incl. RLL) Attendance At Board Meetings Attendance at Last AGM Shareholding of Non-Executive Directors (as on 31.03.2019)
Mr. Harshad Patel DIN 00164228 Promoter/ Executive Nil 2 5 Yes -
Mr. Vasant Goray DIN 00176609 Non-Promoter/ Independent Nil 3 5 Yes -
Mr. Dinesh Chandra Mehta DIN 00509447 Non-Promoter/ Independent Nil 3 5 Yes 19500
Ms. Sheela Ayyar DIN 06656579 Non-Promoter/ Women Director 1 3 5 Yes -

# While considering the memberships/chairmanships only Audit Committee Nomination& Remuneration Committee and Shareholders and Investor Grievance Committee areconsidered.

Declaration by an Independent Director(s)

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013.

Formal Annual Evaluation

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 (LODR) the Board has carried out evaluation ofits own performance on the annual basis the Directors individually as well as theevaluation of the working of its Audit Nomination and Remuneration and other Committees.A structured questionnaire was prepared after taking into consideration inputs receivedfrom the Directors covering various aspects of the Board's functioning such as adequacyof the composition of the Board and its Committees Board culture execution andperformance of specific duties obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman of the Board. The performance evaluation of the IndependentDirectors was carried out by the entire Board. The performance evaluation of the Chairmanwas carried out by the Independent Directors who also reviewed the performance of theSecretarial Department.

Code of Conduct

The Board has laid down a Code of Conduct for all Board members and senior managementpersonnel of the Company which has been posted on the website of the Companywww.rishilaser.com.

All Board members and senior management personnel have affirmed compliance with thecode for the year ended on March 31 2019. Declaration to this effect signed by theManaging Director of the Company for the year ended on March 31 2019 has been includedelsewhere in this report.

Familiarization Programme for Independent Directors

Since there were no new Directors appointed as Independent Directors during the year2018-2019 there was no specific Familiarization Programme conducted.

KEY MANAGERIAL PERSONNELS (KMP)

As on March 31 2019 Mr. Harshad Patel Managing Director Mr. Ganesh Prasad AgrawalChief Financial Officer and Ms. Supriya Joshi Company Secretary are the Key ManagerialPersonnels of your Company. During the financial year under review there were no changesin the Key Managerial Personnels (KMP) of the Company.

COMMITTEES OF THE BOARD

The Board of Directors has constituted Committees of the Directors as mandated by LawRegulations to deal with specific areas and activities which require an independent expertreview of subject matter. The Board Committees are formed with approval of the Board andfunction according to Terms and Reference and statutory provisions mandating suchconstitution. These Committees play an important role in the overall management ofday-to-day affairs and governance of the Company.

1. Audit Committee

The Company has a Competent Audit Committee comprising of three Directors out of whichtwo-third are independent directors. Mr. Vasant Goray the Chairman of the Audit Committeeis a Member of the Institute of Company Secretaries of India apart from being PostGraduate in Commerce and has expertise in the field of finance Accounts. The othermembers of the Committee are Mr. Harshad Patel and Mr. Dinesh Chandra Mehta.

The main functions of the Audit Committee were:

a. Reviewing Financial Statements before submission to the Board.

b. Reviewing internal control system and recommending improvement.

c. Recommending appointment of Statutory Auditors and fixing Audit fees.

d. Discussing with statutory Auditors the scope of Audit conducting post auditdiscussions to ascertain area of concern.

While reviewing the financial statements the committee focused on:

1 changes in accounting policies and reasons thereon.

2 compliance with accounting standards.

3 compliance with listing and other regulations.

4 related party transactions.

During the financial years 2018-19 the committee met on 30th May 2018 12thAugust 2018 25th September 2018 13th November 2018 13th February2019 and 23rd March 2019.

The Meetings were attended by all the Members of the Committee.

2. Nomination & Remuneration Committee:

The Nomination & Remuneration committee consists of three Directors Ms. SheelaAyyar Mr. Vasant Goray and Mr. Dinesh Chandra Mehta. Mr. Vasant Goray is the chairman ofthe Committee.

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The same is posted on the website www.rishilaser.com.

Remuneration Committee approves the remuneration payable to the Managing Director andsenior executives. The salient features of the said policy are as under:

POLICY FOR APPOINTMENT AND REMOVAL OF DIRECTOR KMP AND SENIOR MANAGEMENT

1. Appointment Criteria and Qualification a) The Committee shall identify and ascertainthe integrity qualification expertise and experience of the person for appointment asDirector KMP or at Senior Management level and recommend to the Board his / herappointment.

b) A person should possess adequate qualification expertise and experience for theposition he / she is considered for appointment. The Committee has discretion to decidewhether qualification expertise and experience possessed by a person is sufficient /satisfactory for the concerned position.

c) The Company shall not appoint or continue the employment of any person as Whole-timeDirector who has attained the age of seventy years. Provided that the term of the personholding this position may be extended beyond the age of seventy years with the approval ofshareholders by passing a special resolution based on the explanatory statement annexed tothe notice for such motion indicating the justification for extension of appointmentbeyond seventy years.

2. Term / Tenure a) Managing Director/Whole-time Director: The Company shall appoint orre-appoint any person as its Executive Chairman Managing Director or Executive Directorfor a term not exceeding five years at a time. No reappointment shall be made earlier thanone year before the expiry of term.

b) Independent Director: An Independent Director shall hold office for a term up tofive years on the Board of the Company and will be eligible for re-appointment on passingof a special resolution by the Company and disclosure of such appointment in the Board'sreport. No Independent Director shall hold office for more than two consecutive terms ofupto maximum of 5 years each but such Independent Director shall be eligible forappointment after expiry of three years of ceasing to become an Independent Director.Provided that an Independent Director shall not during the said period of three years beappointed in or be associated with the Company in any other capacity either directly orindirectly. At the time of appointment of Independent Director it should be ensured thatnumber of Boards on which such Independent Director serves is restricted to seven listedcompanies as an Independent Director and three listed companies as an Independent Directorin case such person is serving as a Whole-time Director of a listed company or such othernumber as may be prescribed under the Act.

3. Evaluation

The Committee shall carry out evaluation of performance of every Director KMP andSenior Management Personnel at regular interval (yearly).

4. Removal

Due to reasons for any disqualification mentioned in the Act or under any otherapplicable Act rules and regulations there under the Committee recommends to the Boardwith reasons recorded in writing removal of a Director KMP or Senior ManagementPersonnel subject to the provisions and compliance of the said Act rules and regulations.

5. Retirement

The Director KMP and Senior Management Personnel shall retire as per the applicableprovisions of the Act and the prevailing policy of the Company. The Board will have thediscretion to retain the Director KMP Senior Management Personnel in the same position/remuneration or otherwise even after attaining the retirement age for the benefit of theCompany.

POLICY FOR REMUNERATION TO DIRECTORS/KMP/ SENIOR MANAGEMENT PERSONNEL

1. Remuneration to Managing / W hole-time / Executive / Managing Director KMP andSenior Management Personnel: The Remuneration / Compensation / Commission etc. to be paidto Director / Managing Director etc. shall be governed as per provisions of the CompaniesAct 2013 and rules made there under or any other enactment for the time being in force.

2. Remuneration to Non- Executive / Independent Director: The Non-Executive IndependentDirector may receive remuneration / compensation / commission as per the provisions ofCompanies Act 2013. The amount of sitting fees shall be subject to ceiling / limits asprovided under Companies Act 2013 and rules made there under or any other enactment forthe time being in force.

The terms of reference to the Committee broadly are as under:

The Board has formed the Remuneration and Nomination Committee which ensure effectiveCompliance of Section 178 of the Companies Act 2013 and Regulation 19 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. The main functions of theCommittee are as follows:

• Reviewing the overall compensation policy service agreements and otheremployment conditions of Managing / W hole-time Director(s) and Senior Management (onelevel below the Board):

• to help in determining the appropriate size diversity and composition of theBoard;

• to recommend to the Board appointment/ reappointment and removal of Directors;

• to frame criteria for determining qualifications positive attributes andindependence of Directors;

• to recommend to the Board remuneration payable to the Directors (while fixingthe remuneration to Executive Directors the restrictions contained in the Companies Act2013 is to be considered);

• to create an evaluation framework for Independent Directors and the Board;

• to provide necessary reports to the Chairman after the evaluation process iscompleted by the Directors;

• to assist in developing a succession plan for the Board;

• to assist the Board in fulfilling responsibilities entrusted from time-to-time;

• delegation of any of its powers to any Member of the Committee or the ComplianceOfficer.

Details of remuneration package of the Managing Director:

(As prescribe by Schedule V of the Companies Act 2013)

Period : Three years from 01.04.2017

Salary : Rs. 500000/-

HRA : Rs. 250000/- (upto 50% of Salary)

Others : Rs. 150000/-

Besides the above the Managing Director is entitled to perquisites such as PF Gratuityand LTA.

Actual remuneration received by the Managing Director for the year 2018-19: Mr. HarshadPatel - Rs. 108 Lacs (Excluding PF) Non - Executive Directors are paid Rs.2500/- per BoardMeeting attended and Rs. 2500/- per Audit Committee Meeting attended.

3. Shareholders/ Investors Grievance Committee:

The Committee consists of three Directors Mr. Harshad Patel Mr. Vasant Goray and Mr.Dinesh Chandra Mehta. Mr. Vasant Goray is the chairman of the Committee.

The Committee has been constituted to look into Redressal of Shareholders Complaintsand correspondence with SEBI and the Stock Exchange. The Committee also takes on recordthe requests received for transfer transmission issue of duplicate share certificatesetc. and hold its Meetings at such duration as may be required. There are no complaintspending with the Company.

4. Compensation Committee:

The Company has a Compensation Committee of Directors comprising of three Directorsviz. Mr. Harshad Patel Mr. Vasant Goray and Mr. Dinesh Chandra Mehta for implementationof Employee Stock Option Scheme-2006.

5. Finance Committee:

The Company has a Finance Committee comprising of three Directors viz. Mr. HarshadPatel Mr. Vasant Goray and Mr. Dinesh Chandra Mehta for looking after the matterspertaining to expansion and finance of the Company.

During the year Six Finance Committee Meetings were held i.e. 21st April2018 08th May 2018 26th June 2018 21st August 2018 11thMarch 2019 and 23rd March 2019.

Independent Directors' Meeting

During the year under review the Independent Directors met on 21st August2018 inter alia to discuss the evaluation of the performance of all independent directorsand the Board of directors as whole. It also evaluates the timelines of flow ofinformation between the Management and the Board that is necessary for the Board toperform its duties effectively.

RISK MANAGEMENT POLICY

The Company has formed a statement indicating development and implementation of a riskmanagement policy for the Company including identification therein of elements of risk ifany which in the opinion of the Board may threaten the existence of the company.

VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Company formulated Whistle Blower Policy as per the provisions of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 to raise any complaintquery and to deal with instance of fraud and mismanagement if any. The Policy ensuresthat strict confidentiality is maintained whilst dealing with concerns and also that nodiscrimination will be meted out to any person for a genuinely raised concern.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company has constituted Internal Compliant Committee (ICC) for all locations to theextent applicable pursuant to the provisions of The Sexual Harassment of Women at theWorkplace (Prevention Prohibition & Redressal) Act 2013. The Company has takenadequate care and caution in line with the requirements of the act. During the year2018-2019 the Company has not received any sexual harassment complaint.

LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business.

Pursuant to section 134 read with rule of the Companies (Accounts) Rules 2014 thereare no transactions to be reported under section 188(1) of the Companies act 2013. Therelated party policy as approved by the Board is available on the website of the Company.

The disclosure in Form AOC-2 as per the provisions of Section 188 of the Companies Act2013 and rules made there under is not required since there are no material contracts orarrangements entered into by the Company as per the Policy of Materiality framed formingpart of Related Party Transaction policy of the Company.

Related Party Transactions as required under Accounting Standards are reported underthe notes to the financial statements.

The policy for determining material subsidiary and policy for dealing with relatedparty transaction is available on the website of the Company at www.rishilaser.com.

PARTICULARS OF EMPLOYEES

During the year there was no employee in receipt of remuneration prescribed in theRule 5 (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014.

The Statement containing particulars of employees as required and the ratio ofremuneration of Managing Director to the median employees' remuneration and other detailsin terms of Section 197(12) of the Companies Act 2013 read with Rule 5(1) and (2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 forms part ofthis report as Annexure ‘B'.

TRANSFER OF UNPAID/UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 124 of the Companies Act 2013 read with theInvestor Education and Protection Fund Authority (Accounting Audit Transfer and Refund )Rules 2016 ("the Rules") during the year the Company had transferred unpaid orunclaimed dividends of Financial Year 2010-2011 amounting to Rs.101936/- and corresponding27912 equity shares held by shareholders whose dividend was unclaimed and unpaid from lastseven consecutive years to the IEPF Authority.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed Sudhanwa S. Kalamkar & Associates Company Secretary in practice toundertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor isannexed herewith as Annexure ‘C'.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the financial year your Company has complied with applicable SecretarialStandards issued by Institute of Company Secretaries of India.

EMPLOYEE STOCK OPTION PLAN- 2006

The information in respect of the Employee Stock Option Plan- 2006 of the Company isnot required as the Company has not made any changes in the scheme to make it in line withthe provisions of the Companies Act 2013 and hence no further allotments are made underESOP.

CORPORATE SOCIAL RESPONSIBILITY POLICY (CSR)

The provisions of section 135 of the Companies Act 2013 related to constitution ofCorporate Social Responsibility (CSR) Committee and mandate to spend amount as prescribedby statute is not applicable to Company for the financial year 2018-19 as the Company doesnot fulfill any criteria set by the provisions of section 135 (1) of the Act.

STATEMENT OF SALIENT FEATURES OF FINANCIAL STATEMENT

Statement on salient features of Financial Statement in Form AOC-3 is not requiredsince Entire Annual Report is being sent to all the Shareholders in the manner specifiedby the regulations.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors' Responsibility Statement referred to in clause (c) of sub-section(3) and sub-section (5) of Section 134 of the Companies Act 2013 shall statethat—

(a) in the preparation of the annual accounts the applicable accountingstandards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets 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 bythe company and that such internal financial controls are adequate and were operatingeffectively.

(f) the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis on the operations of the Company is provided ina separate section and forms a part of the Annual Report.

CORPORATE GOVERNANCE REPORT

The Company has availed an exemption for the financial year 2018-2019 on the basis ofPaid-Up Capital and Net Worth as on the last day of preceding financial year i.e. 31stMarch 2018 pursuant to Regulation 15 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 as amended with regard to compliance of certain CorporateGovernance requirements submission of Corporate Governance Report pursuant to Regulation27 of SEBI (Listing obligations and Disclosure Requirements) Regulations 2015 andSchedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.

The Company has complied with the mandatory corporate governance requirements asapplicable under other statutes and laws and certain requirements have been voluntarilyadopted as a good corporate governance practice.

The inclusion of separate section of Corporate Governance in the Annual Report is notmandatorily required for the financial year under review. However certain details areprovided elsewhere in the report for the information of stakeholders.

CORPORATE GOVERNANCE CERTIFICATE

As referred in the earlier section of Corporate Governance Report since the Companyhas availed an exemption under regulation 15 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 it is not required to attach the Compliance certificateon Corporate Governance.

ACKNOWLEDGEMENTS

The Directors place on record their appreciation of the efficient and loyal servicesrendered by the Staff and workmen also acknowledge the help support and guidance from thevarious Statutory Bodies Government and Semi-Government Organisations and ARC and thankour customers suppliers investors for their continues support during the year.

By Order of the Board
Date: 12th August 2019 Harshad Patel Vasant Goray
Place: Mumbai Managing Director Director
DIN: 00164228 DIN: 00176609