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Rishi Laser Ltd.

BSE: 526861 Sector: Engineering
NSE: N.A. ISIN Code: INE988D01012
BSE 00:00 | 06 Oct 23.70 0.25
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NSE 05:30 | 01 Jan Rishi Laser Ltd
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VOLUME 2918
52-Week high 25.80
52-Week low 12.25
P/E 11.29
Mkt Cap.(Rs cr) 22
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Sell Price 0.00
Sell Qty 0.00
OPEN 24.00
CLOSE 23.45
VOLUME 2918
52-Week high 25.80
52-Week low 12.25
P/E 11.29
Mkt Cap.(Rs cr) 22
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Rishi Laser Ltd. (RISHILASER) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting their 29thAnnual Report onthe business and operations of the Company and the accounts for the Financial Year ended31st March 2021.

FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

(Rs. In Lakhs)

Sr. Particulars

2020-21

2019-20

No. Standalone Consolidated Standalone Consolidated
I. Total Income 7563.31 7583.85 9328.51 9409.88
II. Earnings before Interest Depreciation
Tax& Exceptional Items (EBIDT) (317.88) (317.32) (784.93) (749.09)
III. Profit/(Loss) before Tax (205.96) (205.40) (289.83) (253.99)
IV. Provision for Tax 15.27 15.56 (28.16) (27.87)
V. Profit/(Loss) after Tax (221.23) (220.96) (261.67) (226.12)
VI. Total comprehensive income for the period (164.66) (164.39) (341.50) (305.95)

DIVIDEND

To strengthen the cash flow of the Company no dividend was consideredand recommended for the Financial Year under review.

COMPANY'S WORKING DURING THE YEAR

Your Company continues to pursue the business of fabrication of sheetmetal components. The total income earned for the year ended 31 March 2021 was Rs. 75.63crores as compared to Rs. 93.28 crores in the previous year on standalone basis.Operations during the year have resulted in Earnings before Interest Depreciation Tax& Exceptional Items (EBIDT)of Rs. 3.17 crores compared to Rs. 7.84 crores in theprevious year. Loss after tax during the year was at Rs. 2.21 crores against the loss ofRs. 2.61 crores incurred in the previous year on standalone basis.

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

There are no material changes affecting the financial position of theCompany subsequent to the close of the Financial Year 2020-21 till the date of thisreport.

SIGNIFICANT AND MATERIAL ORDERS

There have been no significant and material orders passed by theRegulators or Courts or Tribunals impacting the going concern status and the Company'soperations in future.

RESERVES

Reserves and Surplus o n standalone basis as on 31 March 2021 were Rs.2297.39 Lakhs including Rs. 2204.30 Lakhs towards revaluation reserve as compared to Rs.2462.05 Lakhs in the previous year including therein equivalent amount as a revaluationreserve.

SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES

As on the date of Balance Sheet the Company has one subsidiary viz.Rishi Vocational Education Private Limited. The Company has not entered into any jointventure arrangements and does not have any Associate Company.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of your Company for the FinancialYear 2020-21 are prepared as per Indian Accounting Standards ("IND AS") and incompliance with applicable provisions of the Companies Act 2013 read with the Rulesissued thereunder and the provisions of SEBI (Listing Obligations and disclosureRequirements) Regulations 2015. The consolidated financial statements have been preparedon the basis of audited financial statements of your Company and it's Subsidiary.

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

The detail of the financial position of the subsidiary in Form AOC-1 isincluded in the Consolidated Financial Statement forming part of this Annual Report. Sinceyour Company has adopted Indian Accounting Standard (IND AS) in preparation of financialstatements the financial statements of the subsidiary are also prepared in accordancewith INDAS.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has an Internal Control System commensurate with the sizescale and complexity of its operations.

The Internal Auditor appointed by the Company conducts an InternalAudit and monitors and evaluates the efficacy and adequacy of internal control system itscompliance with operating systems accounting procedures and policies at all locations ofthe Company. Internal Audit Findings and recommendations areas for improvement arereviewed by the Audit Committee. Based on the report of internal auditor; managementundertake corrective action 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 bythe Auditors in their Reports. The observations made by the Auditors read with therelevant notes on accounts are self-explanatory.

REPORTING OF FRAUDS BYAUDITORS

During the year under review neither the statutory auditors nor thesecretarial auditor has reported to the audit committee under Section 143 (12) of theCompanies Act 2013 any instances of fraud committed against the Company by its officersor employees the details of which would need to be mentioned in the Board's Report.

DEPOSITS

During the year under report the Company has not accepted depositsfrom public under Chapter V of the Act.

STATUTORYAUDITORS

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

Your Company has obtained a declaration from the Statutory Auditorsthat they meet with the requisite criteria as provided under the provisions of theCompanies Act 2013 read with applicable Rules and Advisories to continue as the StatutoryAuditors of the Company for the Financial Year 2021-22.

AUDIT REPORT

As per the provisions of the Companies Act 2013 the Auditors Reporton Standalone and Consolidated Financial Statements for the year ended 31st March 2021 asissued by the Statutory Auditor; M/s Shah Mehta and Bakshi Chartered Accountants formspart of this Annual Report.

MAINTAINANCE OF COST RECORD AND COST AUDIT

The Company is mandated to maintain cost records pursuant to theprovisions of Section 148 (1) of the CompaniesAct 2013.

Pursuant to the provisions of Section 148 (2) of the Companies Act2013 the Board of Directors at its meeting held on 24thJune 2021 appointed M/s P. K.Chatterjee & Associates Cost Accountants (FRN. 101833) as the Cost Auditors forconducting the Cost Audit for the Financial Year 2021-2022. A resolution seeking members'ratification for the remuneration payable to Cost Auditor is included in the Noticeconvening the 29th Annual General Meeting of the Company.

The Cost Audit report for the Financial Year ended 31st March 2021;after being taken on record by the Board shall be filled with MCAwithin the stipulatedtime.

SHARE CAPITAL

The paid up Equity Share Capital as on 31st March 2021 was Rs. 919.26Lakhs. There was no change in the Share Capital of the Company during the financial yearunder report.

As on 31st March 2021 following two directors are holding shares ofthe Company:

Mr. Harshad Patel Mr. Dinesh Mehta

THE ANNUAL RETURN

As per the provisions of section 92(3) read with section 134(3)(a) ofthe Act Annual Return for the Financial Year ended on 31st March 2021 in prescribedForm No. MGT-7 is available on the website of the Company onhttp://www.rishilaser.com/userfiles/quaterpdf/1629455850.pdf

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

The details of conservation of energy technology absorption foreignexchange earnings and outgo are as follows:

A. CONSERVATION OF ENERGY

The Company has implemented energy conservation measures at all plantsand offices. The Company is also increasing the awareness within the organization forenergy saving.

B. TECHNOLOGYABSORPTION

The Company is not carrying out any R&D Operations but is assistingits customers in 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. 244.74 Lakhs. Theexpenditure in foreign currency on account of components spare parts and capital goodsamounts to Rs. 25.77 Lakhs.

BOARD OF DIRECTORS :

Details of Board of Directors

As on the date of Balance sheet; the Board of Directors of the Companyconsisted of Three Directors. As the Chairman of the Board is in Executive capacitypursuant to requirements of the SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015 its Board comprises of 50% of the Independent Directors.

Out of the Three Directors One Director is categorized as Promoter-Director two are Independent Directors appointed pursuant to provisions of section 149 ofthe Companies Act 2013. As on the date of Balance sheet; there is no Nominee Director onthe Board of the Company.

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

Change in Directors :

There was a change in directors on 4th February 2021 due to demise ofMr. Vasant Goray (DIN" 00176609)

Details of the meetings of the Board of Directors

The Board met five (5) times during the year. Board Meetings were heldon 28th July 2020 11th September 2020 11th November 2020 15th December 2020 and12th February 2021. The time gap between any two meetings was not more than 120 days.

The details of Directors and their attendance record at Board Meetingsheld during the year at last Annual General Meeting and number of other directorships andchairmanships/memberships of committees is given below:

Declaration by an Independent Director(s)

All Independent Directors have given declarations that they meet thecriteria of independence as laid down under Section 149(6) of the CompaniesAct 2013.

Name Category Other Directorships in Public Cos. Committee Membership/ Chairmanship #(incl. RLL) Attendance At Board Meetings Attendance At last AGM Shareholding at of Non-Executive Directors (as on 31.03.2021)
Mr. Harshad Patel DIN 00164228 Promoter/ Executive Nil 2 5 Yes -
Mr. Vasant Goray DIN 00176609 (Upto 04.02.2021) Non-Promoter/ Non-executive Nil 2 2 No -
Mr. Dinesh Mehta DIN 00509447 Non-Promoter/ Independent Nil 2 4 Yes 19500
Ms. Sheela Ayyar DIN 06656579 Non-Promoter/ Independent 1 2 5 Yes -

# While considering the memberships / chairmanships only AuditCommittee and Stakeholders Relationship Committee are considered.

Formal Annual Evaluation

Pursuant to the provisions of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Board has carried outevaluation of its own performance on the annual basis the Directors individually as wellas the evaluation of the working of its Audit Nomination and Remuneration and otherCommittees. A structured questionnaire was prepared after taking into consideration inputsreceived from the Directors covering various aspects of the Board's functioning such asadequacy of 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 ofindividual Directors including the Chairman of the Board. The performance evaluation ofthe Independent Directors was carried out by the entire Board. The performance evaluationof the Chairman was carried out by the Independent Directors who also reviewed theperformance of the Secretarial Department.

Code of Conduct

The Board has laid down a Code of Conduct for all Board members andsenior management personnel of the Company which has been posted on the website of theCompany www.rishilaser.com

All Board members and senior management personnel have affirmedcompliance with the code for the year ended on 31st March 2021. Declaration to thiseffect signed by the Managing Director of the Company for the year ended on 31st March2021 has been included in this report.

Familiarization Programme for Independent Directors

Every Independent Director is issued a Letter of Appointment settingout terms and conditions duties and responsibilities of Director. They are also updatedwith the developments in the business of the Company at each Board Meeting. IndependentDirectors can meet and discuss with senior management of the Company and get access to anyinformation relating to the Company. During the Financial Year ended 31st March 2021theCompany Conducted a Familiarisation Programme for Independent Directors which was attendedby all the Independent Directors of the Company.

KEY MANAGERIAL PERSONNELS (KMP)

As on 31st March 2021 Mr. Harshad Patel Managing Director Mr.Ganesh Prasad Agrawal Chief Financial Officer and Ms. Vandana Machhi Company Secretaryand Compliance Officer are the Key Managerial Personnels of your Company.

Changes in the Key Managerial Personnels (KMP) of the Company. Ms.Vandana Machhi was appointed as a Company Secretary and Compliance Officer w.e.f. 17thMarch 2021.

COMMITTEES OF THE BOARD

The Board of Directors has constituted Committees of the Directors asmandated by Law Regulations to deal with specific areas and activities which require anindependent expert review of subject matter. The Board Committees are formed with approvalof the Board and function according to Terms of Reference and statutory provisionsmandating such constitution. These Committees play an important role in the overallmanagement of day-to-day affairs and governance of the Company.

The Board currently has the following Committees:

1. Audit Committee

The Company has a Competent Audit Committee comprising of threeDirectors out of which two-third are independent directors. Mr. Dinesh Mehta is theChairman of the Audit Committee has expertise in the field of finance and accounts. Theother members of the Committee are Mr. Harshad Patel and Mrs. SheelaAyyar.

The main functions of theAudit 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 fixingAudit fees.

d. Discussing with statutory Auditors the scope of Audit conductingpost audit discussions 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.

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

During the Financial Year 2020-21 the committee met on 28th July2020 11th September 2020 11th November 2020 and 12th February 2021.

2. Nomination & Remuneration Committee :

The Nomination & Remuneration committee consists of threeDirectors Mrs. Sheela Ayyar Mr.Vasant Goray (upto 4th February 2021) and Mr.DineshMehta.

The Board has on the recommendation of the Nomination &Remuneration Committee framed a policy for selection and appointment of Directors SeniorManagement and their remuneration. The same is posted on the website www.rishilaser.com.Nomination & Remuneration Committee approves the remuneration payable to the ManagingDirector and senior executives.

The salient features of the said policy are as under :

POLICY FOR APPOINTMENT AND REMOVAL OF DIRECTOR KMPAND SENIORMANAGEMENT

1. Appointment Criteria and Qualification

a) The Committee shall identify and ascertain the integrityqualification expertise and experience of the person for appointment as Director KMP orat Senior Management level and recommend to the Board his / her appointment.

b) A person should possess adequate qualification expertise andexperience for the position he / she is considered for appointment. The Committee hasdiscretion to decide whether qualification expertise and experience possessed by a personis sufficient / satisfactory for the concerned position.

c) The Company shall not appoint or continue the employment of anyperson as Whole-time Director who has attained the age of seventy years. Provided that theterm of the person holding this position may be extended beyond the age of seventy yearswith the approval of shareholders by passing a special resolution based on the explanatorystatement annexed to the notice for such motion indicating the justification for extensionof appointment beyond 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 re-appointment shall be made earlierthan one year before the expiry of term.

b) Independent Director: An Independent Director shall hold office fora term up to five years on the Board of the Company and will be eligible for reappointmenton passing of a special resolution by the Company and disclosure of such appointment inthe Board's report. No Independent Director shall hold office for more than twoconsecutive terms of upto maximum of 5 years each but such Independent Director shall beeligible for appointment after expiry of three years of ceasing to become an IndependentDirector. Provided that an Independent Director shall not during the said period of threeyears be appointed in or be associated with the Company in any other capacity eitherdirectly or indirectly.

At the time of appointment of Independent Director it should be ensuredthat number of Boards on which such Independent Director serves is restricted to sevenlisted companies as an Independent Director and three listed companies as an IndependentDirector in case such person is serving as a Whole-time Director of a listed company orsuch other number as may be prescribed under theAct.

3. Evaluation

The Committee shall carry out evaluation of performance of everyDirector KMP and Senior Management Personnel at regular interval (yearly).

4. Removal

Due to reasons for any disqualification mentioned in the Act or underany other applicable Act rules and regulations there under the Committee recommends tothe Board with reasons recorded in writing removal of a Director KMP or SeniorManagement Personnel subject to the provisions and compliance of the saidAct rules andregulations.

5. Retirement

The Director KMP and Senior Management Personnel shall retire as perthe applicable provisions of the Act and the prevailing policy of the Company. The Boardwill have the discretion to retain the Director KMP Senior Management Personnel in thesame position/remuneration or otherwise even after attaining the retirement age for thebenefit of the Company.

POLICY FOR REMUNERATION TO DIRECTORS / KMP / SENIOR MANAGEMENTPERSONNEL :

1. Remuneration to Whole-time/Executive/Managing Director KMP andSenior Management Personnel: The Remuneration/ Compensation/ Commission etc. to be paid toDirector / 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: TheNon-Executive Independent Director may receive remuneration / compensation / commission asper the provisions of Companies Act 2013. The amount of sitting fees shall be subject toceiling/ limits as provided under Companies Act 2013 and rules made there under or anyother enactment for the time being in force.

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

The Board has formed the Nomination and Remuneration Committee whichensure effective Compliance of Section 178 of the Companies Act 2013 and Regulation 19 ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The mainfunctions of the Committee are as follows:

• Reviewing the overall compensation policy service agreementsand other employment conditions of Managing/Whole-time Director(s) and Senior Management(one level below the Board):

• to help in determining the appropriate size diversity andcomposition of the Board;

• to recommend to the Board appointment / reappointment andremoval of Directors;

• to frame criteria for determining qualifications positiveattributes and independence of Directors;

• to recommend to the Board remuneration payable to the Directors(while fixing the remuneration to Executive Directors the restrictions contained in theCompaniesAct 2013 is to be considered);

• to create an evaluation framework for Independent Directors andthe Board;

• to provide necessary reports to the Chairman after theevaluation process is completed by the Directors;

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

• to assist the Board in fulfilling responsibilities entrustedfrom time-to-time;

• delegation of any of its powers to any Member of the Committeeor the Compliance Officer.

Details of remuneration package of the Managing Director : (Asprescribed by Schedule V of the Companies Act 2013)

Period : Three years from 01.04.2020
Salary : Rs. 550000/-
HRA : Rs. 275000/- (upto 50% of Salary)
Others : Rs. 175000/-

Besides the above the Managing Director is entitled to perquisites suchas PF Gratuity and LTA.

Actual remuneration received by the Managing Director for the year2020-21 :

Mr. Harshad Patel - Rs. 52.85 Lakhs

Non - Executive Directors are paid Rs. 2500/- per Board Meetingattended and Rs. 2500/- per Audit Committee Meeting attended.

During the year One Nomination & Remuneration Committee Meetingwas held on 10th November 2020.

3. Stakeholders Relationship Committee :

The Committee consists of three Directors Mr. Harshad Patel Mr.Vasant Goray (upto 4th February 2021) and Mr. Dinesh Mehta. Mr. Dinesh Mehta is thechairman of the Committee.

The Committee has been constituted to look into Redressal ofShareholders Complaints and correspondence with SEBI and the Stock Exchange. The Committeealso takes on record the requests received for transfer transmission dematerializationrematerialzation issue of duplicate share certificates etc. requests received fromshareholders and hold its Meetings at such duration as may be required. There are nocomplaints pending with the Company.

4. Compensation Committee :

The Company has a Compensation Committee of Directors comprising ofthree Directors viz. Mr. Harshad Patel Mr. Vasant Goray (upto 4th February 2021) and Mr.Dinesh Mehta for implementation of Employee Stock Option Scheme-2006.

5. Finance Committee :

The Company has a Finance Committee comprising of three Directors viz.Mr. Harshad Patel Mr. Vasant Goray (upto 4th February 2021) and Mr. Dinesh Mehta forlooking after the matters pertaining to expansion and finance of the Company.

During the year one Finance Committee Meeting was held i.e. 5thDecember 2020.

Independent Directors' Meeting

During the year under review the Independent Directors met on 11thNovember 2020 inter alia to discuss the evaluation of the performance of all independentdirectors and 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 andimplementation of a risk management policy for the Company including identificationtherein of elements of risk if any which in the opinion of the Board may threaten theexistence of the company.

VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Company formulated Whistle Blower Policy as per theprovisions of SEBI (LODR) Regulations 2015 to raise any complaint query and to deal withinstance of fraud and mismanagement if any. The details of the said policy are explainedin the Corporate Governance Report and circulated to the employees internally.

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

The Company has constituted Internal Complaint Committee (ICC) for alllocations to the extent applicable pursuant to the provisions of The Sexual Harassment ofWomen at the Workplace (Prevention Prohibition & Redressal) Act 2013. The Companyhas taken adequate care and caution in line with the requirements of the Act. During theyear 2020-21 the Company has not received any sexual harassment complaint.

LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

Details of Loans Guarantees and Investments covered under theprovisions of Section 186 of the Companies Act 2013 are given in the notes to theFinancial Statements.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during theFinancial Year were on an 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 there are no transactions to be reported under Section 188(1) of the Companiesact 2013. The related party policy as approved by the Board is available on the websiteof the Company.

The disclosure in Form AOC-2 as per the provisions of Section 188 ofthe Companies Act 2013 and rules made there under is not required since there are nomaterial contracts or arrangements entered into by the Company as per the Policy ofMateriality framed forming part of Related Party Transaction policy of the Company.

Related Party Transactions as required under Accounting Standards arereported under the notes to the financial statements.

PARTICULARS OF EMPLOYEES

During the year there was no employee in receipt of remunerationprescribed in the Rule 5 (2) and (3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 124 of the Companies Act 2013read with the Investor Education and Protection Fund Authority (Accounting AuditTransfer and Refund ) Rules 2016 ("the Rules") there is no amount due which isrequired to transfer to IEPF.

SECRETARIALAUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act 2013read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 the Company has appointed Sudhanwa S. Kalamkar & Associates Company Secretaryin practice to undertake the SecretarialAudit of the Company. The Report of theSecretarial Auditor is annexed herewith asAnnexure 'A'.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the Financial Year your Company has complied with applicableSecretarial Standards issued by Institute of Company Secretaries of India.

EMPLOYEE STOCK OPTION PLAN- 2006

The information in respect of the Employee Stock Option Plan- 2006 ofthe Company is not required as the Company has not made any changes in the scheme to makeit in line with the provisions of the Companies Act 2013 and hence no further allotmentsare made under ESOP.

CORPORATE SOCIAL RESPONSIBILITY POLICY (CSR)

The provisions of Section 135 of the Companies Act 2013 related toconstitution of Corporate Social Responsibility (CSR) Committee and mandate to spendamount as prescribed by statute is not applicable to Company for the Financial Year2020-21 as the Company does not fulfill any criteria set by the provisions of Section 135(1) of theAct.

STATEMENT OF SALIENT FEATURES OF FINANCIAL STATEMENT

Statement on salient features of Financial Statement in Form AOC-3 isnot required since Entire Annual Report is being sent to all the Shareholders in themanner specified by the regulations.

DIRECTORS' RESPONSIBILITY STATEMENT

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

(a) in the preparation of the annual accounts the applicableaccounting standards had been followed along with proper explanation relating to materialdepartures;

(b) the directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the company at the end of theFinancial Year and of the loss of the company for that period;

(c) the directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the company and for preventing and detecting fraud andother irregularities;

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

(e) the directors had laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively.

(f) the directors had devised proper systems to ensure compliance withthe provisions 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 Companyis provided in a separate section and forms a part of theAnnual Report.

CORPORATE GOVERNANCE REPORT

The Company has availed an exemption for the Financial Year 2020-21 onthe basis of Paid-Up Capital and Net Worth as on the last day of preceding financial yeari.e. 31st March 2021 pursuant to Regulation 15 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 as amended with regard to compliance ofcertain Corporate Governance requirements submission of Corporate Governance Reportpursuant to Regulation 27 of SEBI (Listing obligations and Disclosure Requirements)Regulations 2015 and Schedule V of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

The Company has complied with the mandatory corporate governancerequirements as applicable under other statutes and laws and certain requirements havebeen voluntarily adopted as a good corporate governance practice.

The inclusion of separate section of Corporate Governance in the AnnualReport is not mandatorily required for the financial year under review. However certaindetails are provided elsewhere in the report for the information of stakeholders.

CORPORATE GOVERNANCE CERTIFICATE

As referred in the earlier section of Corporate Governance Reportsince the Company has availed an exemption under Regulation 15 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 it is not required to attachthe Compliance certificate on Corporate Governance.

ACKNOWLEDGEMENTS

The Directors place on record their appreciation of the efficient andloyal services rendered by the Staff and workmen and also acknowledge the help supportand guidance from the various Statutory Bodies Government and Semi- GovernmentOrganizations and ARC and thank our customers suppliers investors for their continuoussupport during the year.

Date : 12 th August 2021
Place : Mumbai
By Order of the Board
Registered Office : For Rishi Laser Limited
612 Veena Killedar Industrial estate
10-14 Pais Street
Byculla (W) Vandana Machhi
Mumbai 400011. Compliance Secretary

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