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Rishi Laser Ltd.

BSE: 526861 Sector: Engineering
NSE: N.A. ISIN Code: INE988D01012
BSE 00:00 | 29 Nov 15.00 0.69
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NSE 05:30 | 01 Jan Rishi Laser Ltd
OPEN 14.52
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VOLUME 36650
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OPEN 14.52
CLOSE 14.31
VOLUME 36650
52-Week high 19.80
52-Week low 6.85
P/E
Mkt Cap.(Rs cr) 14
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 28th Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended March31 2020.

FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

(Rs. In Lacs)

Sr. Particulars

2019-20

2018-19

No. Standalone Consolidated Standalone Consolidated
I. Total Income 9328.51 9409.88 14328.42 14378.02
II. Earnings before Interest depreciation tax & Exceptional Items (EBIDT) (784.93) (749.09) 941.81 951.67
III. Profit/(Loss) before Tax (289.83) (253.99) 175.73 183.19
IV. Provision for Tax (28.16) (27.87) (167.55) (167.15)
V. Profit/(Loss) after Tax (261.67) (226.12) 343.28 350.34
VI. Total comprehensive income for the period (341.50) (305.95) 239.38 246.44

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 2020 was Rs. 93.28 crores as comparedto Rs. 143.28 crores in the previous year on standalone basis Operations during the yearhave resulted in Earnings before Interest Depreciation and Tax (EBIDT) of Rs. 84.93crores compared to Rs. 9.42 crores in the previous year. Loss after tax during the yearwas at Rs.2.61 crores compared to net pofit of Rs. 3.43 crores incurred in the previousyear on standalone basis.

The Company has intended to sale GIDC leased open land situated at Village ManjusarTaluka Savli District Vadodara Gujarat accordingly Members approval was obtainedthrough Postal ballot for the said transaction pursuant to the provisions of section 180of the Companies Act 2013. Due to out break of pandemic caused by covid 19 virus thetransaction was delayed but the Company expects that the transaction of sale will becompleted in this financial year. With the sale of land it is expected that the debtrepayment position will improve.

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

In March the Government of India imposed complete lockdown due to the outbreak ofCOVID-19 pandemic across the country and ordered temporarily shutdown of all non-essentialbusiness resulting in temporarily suspension of operations across various locations. Thisresulted an impact on the Company's business during the second half of the month of March2020.

The novel coronavirus outbreak in the last quarter of fiscal year 2020 hassignificantly affected the industry across the globe. We at Rishi Laser Limited have beenworking on a safety first principle ensuring that our employees are safe minimizingdisruption of services for all our customers globally and taking all necessary precautionsto control the spread of Coronavirus. In view of the lockdown in many of the States/UnionTerritories across India operations in many of the Company's locations (manufacturingwarehouses offices etc.) had to be scaled down or shut down from the second half ofMarch 2020 and are being operated as per the local guidelines complying with the requiredsocial distancing and high hygiene standards. While this has adversely impacted the salesperformance in various geographies we continue to closely monitor the situation and takeappropriate action as necessary to scale up operations in due compliance with theapplicable regulations.

In the view of the management there are no other material changes or commitments whichmay affect the financial position of the Company.

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 2019-2020; the Company has successfully implemented the Ind AS.

RESERVES

Reserves and Surplus on standalone basis as on March 31 2020 were Rs. 2462.05Lacsincluding Rs.2204.30 Lacs towards revaluation reserve as compared to Rs. 2819.03 Lacs inthe previous year including therein equivalent amount as a 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 2019-20are prepared as per Indian Accounting Standards ("IND AS") and in compliancewith applicable provisions of the Companies Act 201 3 read with the Rules issuedthereunder and the provisions of SEBI (Listing Obligations and disclosure Requirements)Regulations 201 5. 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 undertake correctiveaction in their respective areas and thereby strengthen the controls.

AUDIT OBSERVATIONS AND EXPLANATION OR COMMENT BYTHE 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 auditors nor the secretarialauditor has reported to the audit committee under Section 143 (12) of the Companies Act2013 any instances of fraud committed against the Company by its officers or employeesthe details 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 Act.

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 2020-2021.

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 2020 as issuedby the Statutory Auditor; M/S Shah Mehta and Bakshi Chartered Accountants forms part ofthis Annual Report.

MAINTAINANCE OF COST RECORD AN D 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 28th July 2020 appointed M/s P.K.Chatterjee &Associates Cost Accountants (FRN. 101833) as the Cost Auditors for conducting the CostAudit for the financial year 2020-2021. A resolution seeking members' ratification for theremuneration payable to Cost Auditor is included in the Notice convening the 28th AnnualGeneral Meeting of the Company.

The Cost Audit report for the financial year ended 31st March 2020; 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 312020 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 2020 following two directors are holding shares of the Company:

Mr. Harshad Patel Mr. Dinesh 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. 40.16 Lacs. The expenditure in foreigncurrency on account of components & spare parts amounts to Rs. 2.25 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. As the Chairman of the Board is in Executive capacity pursuant torequirements of the SEBI (Listing Obligation and Disclosure Requirements) Regulations2015 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 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/ orChairman of more than five committees across all Companies in which he is Director andnecessary disclosures to this effect has been received by the Company from all theDirectors.

Change in Directors:

I. Mr. Vasant Goray (DIN 00176609) retires by rotation in this Annual General Meetingand offers himself for reappointment.

II. The approval of members of the Company is sought in ensuing AGM to approve there-appointment and remuneration of Mr. Harshad Patel (DIN: 00164228) as Managing Directorof the Company for a period of three (3) years commencing from 01st April 2020till

31st March 2023 at a minimum consolidated remuneration (includingperquisites except those mentioned in Section IV of Part II of Schedule V) not exceedingRs. 10 Lacs per month which from time to time with the approval of the Board or anyCommittee thereof may further be enhanced/altered/varied upto the maximum permissiblelimit as specified under Schedule V of Companies Act 2013 and on such other terms andconditions as laid down in the agreement entered into between the Company and Mr. HarshadPatel.

Details of the meetings of the Board of Directors

During the year in all five Board Meetings were held on 30th May 2019 12thAugust 2019 25th September 2019 14th November 2019 and 12thFebruary 2020. 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 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 31.03.2020)
Mr. Harshad Patel DIN 00164228 Promoter/ Executive Nil 2 5 Yes -
Mr. Vasant Goray DIN 00176609 Non-Promoter/ Non-executive Nil 2 3 Yes -
Mr. Dinesh Chandra Mehta DIN 00509447 Non-Promoter/ Independent Nil 3 5 Yes 19500
Ms. Sheela Ayyar DIN 06656579 Non-Promoter/ Independent 1 2 5 Yes

-

# While considering the memberships/chairmanships only Audit Committee and Shareholdersand Investor Grievance Committee are considered.

# Mr. Vasant Goray was appointed as Non-Executive Director of the Company w.e.f. 25thSeptember 2019.

# Mrs. Sheela Ayyar was appointed as Independent Director of the Company w.e.f. 25thSeptember 2019.

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 Obligation andDisclosure

Requirements) Regulations 2015 LODR the Board has carried out evaluation of its ownperformance on the annual basis the Directors individually as well as the evaluation ofthe working of its Audit Nomination and Remuneration and other Committees. A structuredquestionnaire was prepared after taking into consideration inputs received from theDirectors covering various aspects of the Board's functioning such as adequacy of thecomposition of the Board and its Committees Board culture execution and performance ofspecific 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 2020. Declaration to this effect signed by theManaging Director of the Company for the year ended on March 31 2020 has been includedelsewhere in this report.

Familiarization Programme for Independent Directors

Every Independant Director is issued a Letter Of Appointment setting out terms andconditions duties and responsibilities of Director. They are also updated with thedevelopments in the business of the Company at each Board Meeting. Independent Directorscan 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 2020 theCompany Conducted a Familiarisation Programme for Independent Directors which was attendedby all the Independent Directors of the Company.

KEY MANAGERIAL PERSONNELS (KMP)

As on March 31 2020 Mr. Harshad Patel Managing Director Mr. Ganesh Prasad AgrawalChief Financial Officer and Compliance Officer are the Key Managerial Personnels of yourCompany.

Changes in the Key Managerial Personnels (KMP) of the Company.

Ms. Supriya joshi Company Secretary and Compliance Officer of the Company has resignedwith effect from the close of working hours on 30th November 2019 and Mr.Ganesh Agrawal has been appointed as Compliance officer of the Company with effect from 2ndDecember 2019.

The Board at its Meeting held on 12th February 2020 has passed a resolutionfor re-appointment of Mr. Harshad Patel as the Managing Director w.e.f. April 01 2020.

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 of 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.

The Board currently has the following Committees:

1. Audit Committee

The Company has a Competent Audit Committee comprising of three Directors out of whichtwo- third are independent directors. Mr. Dinesh Mehta is the Chairman of the AuditCommittee has expertise in the field of finance and accounts. The other members of theCommittee are Mr. Harshad Patel and Mrs. Sheela Ayyar. Mr. Vasant Goray ceased to be amember w.e.f. 24th September 2019.

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 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 2019-20 the committee met on 30th May 2019 12thAugust 2019 10th September 2019 25th September 2019 14th November2019 and 12th February 2020.

2. Nomination & Remuneration Committee:

The Nomination & Remuneration committee consists of three Directors Mrs. SheelaAyyar Mr. Vasant Goray and Mr. Dinesh Mehta. Mr. Dinesh Mehta is the chairman of theCommittee.

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. Nomination &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 ascertain the integrity qualification expertise and experience of the person for appointment as Director KMP or at Senior Management level and recommend to the Board his / her appointment.
b) A person should possess adequate qualification expertise and experience for the position he / she is considered for appointment. The Committee has discretion to decide whether 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 Wholetime Director who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution based on the explanatory statement annexed to the notice for such motion indicating the justification for extension of appointment beyond seventy years.

2. Term / Tenure

a) Managing Director/Whole-time Director: The Company shall appoint or re-appoint anyperson as its Executive Chairman Managing Director or Executive Director for a term notexceeding five years at a time. No reappointment shall be made earlier than one yearbefore 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 sameposition/remuneration or otherwise even after attaining the retirement age for thebenefit of the Company.

POLICY FOR REMUNERATION TO DIRECTORS/KMP/ SENIOR MANAGEMENT PERSONNEL:

1. Remuneration to Managing / Whole-time/ Executive / Managing Director KMP and SeniorManagement 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: 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 Nomination and Remuneration 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 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 and composition of the Board;
• to recommend to the Board appointment/ reappointment and removal of Directors;
• to frame criteria for determining qualifications positive attributes 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 the Companies Act 2013 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 is completed 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 Compliance Officer.

Details of remuneration package of the Managing Director: (As prescribed by ScheduleV 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 Gratuity and LTA.
Actual remuneration received by the Managing Director for the year 2019-20:
Mr. Harshad Patel - Rs. 108 Lacs

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

During the year One Nomination & Remuneration Committee Meeting was held on 12thAugust 2019 and 2nd February 2020.

3. Shareholders/ Investors Grievance Committee:

The Committee consists of three Directors Mr. Harshad Patel Mr. Vasant Goray and Mr.Dinesh Mehta. Mr. Dinesh Mehta 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 dematerialization rematerialzationissue of duplicate share certificates etc. requests received from shareholders and holdits Meetings at such duration as may be required. There are no complaints pending with theCompany.

4. Compensation Committee:

The Company has a Compensation Committee of Directors comprising of three Directorsviz. Mr. Harshad Patel Mr. Vasant Goray and Mr. Dinesh Mehta for implementation ofEmployee 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 Mehta for looking after the matters pertaining toexpansion and finance of the Company.

During the year two Finance Committee Meetings were held i.e. 12th July2019 10th September 2019.

Independent Directors' Meeting

During the year under review the Independent Directors met on 1 0thOctober 201 9 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 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(LODR) Regulations 2015 to raise any complaint query and to deal with instance of fraudand mismanagement if any. The details of the said policy are explained in the CorporateGovernance Report and circulated to the employees internally.

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

The Company has constituted Internal Complaint 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 year2019-2020 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 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") there is no amount due which is required to transferto IEPF.

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 2019-20 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 state that—

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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 by thecompany and that such internal financial controls are adequate and were operatingeffectively.

(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

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 2019-2020 on the basis ofPaid-Up Capital and Net Worth as on the last day of preceding financial year i.e. 31stMarch 2019 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 201 5 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 and also acknowledge the help support and guidance fromthe various Statutory Bodies Government and Semi- Government Organisations and ARC andthank our customers suppliers investors for their continuous support during the year.

Date: 28th July 2020
Place: Mumbai By Order of the Board
For Rishi Laser Limited
Harshad Patel
Chairman of the Board

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