Your Directors have pleasure in presenting their 26th Annual Report on the business andoperations of the Company and the accounts for the Financial Year ended March 31 2018.
FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY
(Rs. In Lakhs)
|Sr. No. Particulars || |
| ||Standalone ||Consolidated ||Standalone ||Consolidated |
|I. Total Income ||12538.07 ||12574.47 ||10794.26 ||10819.67 |
|II. Earnings before Interest depreciation tax & Exceptional Items (EBIDT) ||760.29 ||773.84 ||785.26 ||788.59 |
|III. Profit/(Loss) before Tax ||(77.91) ||(75.63) ||114.11 ||102.56 |
|IV. Provision for Tax ||(59.04) ||(65.49) ||8.82 ||8.82 |
|V. Profit/(Loss) after Tax ||(18.87) ||(10.14) ||105.29 ||93.74 |
|VI. Total comprehensive income for the period ||(9.78) ||(2.68) ||220.07 ||206.37 |
In view of the losses incurred for the year ended March 31 2018 the Board ofDirectors of your Company do not recommend any dividend for the year under review.
COMPANYS WORKING DURING THE YEAR
Your Company recorded total income of Rs.125.38 crores during fiscal 2018 compared toRs.107.94 crores in the previous year on standalone basis registering a growth of 16.15%.Operations during the year resulted in the profit of Rs.7.60 crores at EBIDT level ascompared to profit of Rs.7.85 crores in the previous year. Your Company suffered from amarginal loss of Rs.0.18 crores during the year as compared to the profit of Rs.1.06crores in the previous year on standalone basis.
The debt of Axis Bank assigned to Phoenix ARC Private Limited (ARC) has been fullyrepaid as on 31st March 2018.
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
During the year there are no material changes and commitments affecting the financialposition of the Company which have occurred between the end of the financial year to whichthe financial statements relate and the date of the report.
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 Companys operations infuture.
ADOPTION OF INDIAN ACCOUTING STANDARD (IND AS)
Your Company was mandated to adopt Indian Accounting Standards ("IND AS")pursuant to Ministry of Corporate Affairs Notification dated 16th February 2015 notifyingthe Companies (Indian Accounting Standard) Rules 2015. Accordingly for the first timethe financial statements for the year under report have been prepared in compliance withIND AS.
You may refer to Note 42 of Standalone Financial Statement and Note 43 of ConsolidatedFinancial Statement forming part of the Annual Report for an explanation of how thetransition from previous Generally Accepted Accounting Principles ("GAAP") toIndian Accounting Standards ("IND AS") has affected financial positionperformance and cash flow of the Company.
Reserves as on March 31 2018 were Rs. 25.80 Crores compared to Rs. 26.24 Crores in theprevious year.
REVALUATION OF FREE HOLD LAND
All items of property plant and equipment are stated at acquisition cost net ofaccumulated depreciation and accumulated impairment losses if any except freehold landwhich is valued at fair value.
You may refer to Significant Accounting Policies No. 3 (a) Note 4 and Point No. (vii)of Note 42 of Notes forming part of Standalone Financial Statements included in the AnnualReport for detail explanation and clarification.
SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES
As on the date of Balance Sheet the Company has one subsidiary viz. Rishi VocationalEducation Private Limited.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of your Company for the financial year 2017-18are 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 Statements forming part of this Annual Report. Since your Companyhas adopted Indian Accounting Standard (IND AS) in preparation of financial statements forthe financial year under report the financial statements of the Subsidiary are alsoprepared 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 Company has an Internal Auditor to conduct Internal Audit and to monitor andevaluate the efficacy and adequacy of internal control system in the Company itscompliance with operating systems accounting procedures and policies of the Company.Internal Audit findings and recommendations are reviewed by the Audit Committee and Boardof Directors to undertake corrective actions in respective areas and thereby strengthenthe 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 auditors nor the secretarialauditor has reported to the audit committee under Section 143 (12) of the Companies Act2013 any instances of f raud committed against the Company by its officers or employeesthe details of which would need to be mentioned in the Boards Report.
During the year under report the Company has not accepted deposits from public underChapter V of the Act.
M/S. B.D. Jokhakar & Co. Chartered Accountants Mumbai (FRN: 104345W) who wereappointed as the Statutory Auditors of the Company at its 25th Annual General Meeting havetendered their resignation vide letter dated 06th August 2018; due to their preoccupationin other professional work as stated therein. The said letter was received by the Companyon 08th August 2018. The Board of Directors at their meeting held on 14th August 2018appointed M/s. Shah Mehta and Bakshi Chartered Accountants Vadodara (FRN: 103824W) asStatutory Auditors to fill the casual vacancy caused due to the resignation of M/S. B. D.Jokhakar & Co. from 14th August 2018 to the conclusion of 26th Annual GeneralMeeting subject to the approval of members.
M/s. Shah Mehta and Bakshi Chartered Accountants Vadodara are eligible forappointment and have confirmed that their appointment if approved will be in compliancewith Section 141 of the Companies Act 2013 and other applicable provisions.
Your Board recommends the appointment of M/s. Shah Mehta and Bakshi CharteredAccountants Vadodara (FRN : 103824W) as Statutory Auditors for a term of 5 financialyears commenced from current financial year and to hold office from the conclusion of 26thAnnual General Meeting till the conclusion of the 31st Annual General Meeting of theCompany.
As per the provisions of the Companies Act 2013 the Auditors Report on Standalone andConsolidated Financial Statements for the year ended 31st March 2018 as issued by theStatutory Auditor M/S B. D. Jokhakar & Co. Chartered Accountants forms part of thisAnnual Report.
The Board of Directors at its meeting held on 30th May 2018 appointed M/s. P. K.Chatterjee & Associates Cost Accountants (FRN. 101833) as the Cost Auditors forconducting the Cost Audit for the financial year 2018-2019. A resolution seekingmembers ratification for the remuneration payable to Cost Auditor is included in theNotice convening the 26th Annual General Meeting of the Company.
The paid up Equity Share Capital as on March 31 2018 was Rs. 919.26 Lakhs. There wasno change in the Share Capital of the Company during the financial year under report.
As on March 31 2018 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 information required to be disclosed is set out in
A. Changes in Directors and Key Managerial Personnel
There are no changes in the Board of Directors of the Company. The Board of the Companycomprises of four directors viz. Mr. Harshad Patel Managing Director Mrs. Sheela Ayyaras Non-Executive Woman Director on the Board and two other independent Directors. Mrs.Sheela Ayyar retires by rotation in this Annual General Meeting and offers herself forreappointment.
B. 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.
C. Formal Annual Evaluation
Pursuant to the provisions of the Companies Act 2013 and the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the Board has carried out an annualperformance evaluation of its own performance the directors individually as well as theevaluation of the working of its Audit Nomination & Remuneration and ComplianceCommittees. The manner in which the evaluation has been carried out has been explained inthe Corporate Governance Report.
FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS
During the year no Independent director were appointed. All Independent Directorsalready on the Board are familiarized with the organization. The details of such programare provided in Corporate Governance Report and are also available on website of theCompany.
MEETINGS OF THE BOARD OF DIRECTORS
During the year in all six Board Meetings were held i.e. 30th May 2017 27th June201712th September 2017 11th December 2017 14th February 2018 and 12th March 2018.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 and at the last Annual General Meeting number of other directorships andchairmanships/memberships of committees and other Committees of the Company is given inCorporate Governance Report.
The Company has an Audit Committee pursuant to the provisions of Section 177 of theCompanies Act 2013 read with relevant Rules made thereunder and pursuant to therequirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015("LODR"). The necessary details in this regard form part of Corporate GovernanceReport.
NOMINATION & REMUNERATION COMMITTEE
The Company has a Nomination & Remuneration Committee pursuant to the provisions ofSection 178 of the Companies Act 2013 read with relevant Rules made thereunder andpursuant to the requirements of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 ("LODR"). The necessary details in this regard form part ofCorporate Governance Report.
RISK MANAGEMENT POLICY
The Company has formed a statement indicating development and implementation of a riskmanagement policy f or the Company including identification therein of elements of riskif any 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 ("LODR") toraise any complaint query and to deal with instance of fraud and mismanagement if any.The details of the said policy are explained in the Corporate Governance Report andcirculated to the employees internally.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENT ION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has taken adequate care and caution in line with the requirements of TheSexual Harassment of Women at the Workplace (Prevention Prohibition & Redressal) Act2013. The Company has not received any sexual harassment complaint during the year2017-2018.
LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 CONTRACTS OR ARRANGEMENTS WITHRELATED PARTIES
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 arms 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 - MANAGERIAL REMUNERATION
The Statement containing particulars of employees as required and the ratio ofremuneration of Managing Director to the median employees remuneration and otherdetails in terms of Section 197(12) of the Companies Act 2013 read with Rule 5(1) and (2)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 formspart of this report as Annexure C.
SECRETARIAL AUDITOR AND SECRETARIAL AUDIT
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 to undertake the Secretarial Audit of the Company. The Report ofthe Secretarial Auditor is annexed herewith as Annexure D.
EMPLOYEE STOCK OPTION PLAN
The information required to be disclosed under SEBI (ESOS & ESPS) Guidelines isgiven in Annexure E to the Directors Report.
CORPORATE SOCIAL RESPONSIBILITY POLICY (CSR)
CSR Policy is not applicable to the Company.
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 Shareholders in the manner specified underRule 11 of the Companies (Accounts) Rules 2014.
DIRECTORS RESPONSIBILITY STATEMENT
The Directors Responsibility Statement referred to in clause (c) ofsub-section (3) and sub-section (5) of Section 134 of the Companies Act 2013shall state that(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 profit and loss of the company for that period; (c) thedirectors had taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of thecompany and for preventing and detecting fraud and other irregularities; (d) thedirectors 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
Report on Corporate Governance as stipulated in Schedule V of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 is provided in a separatesection and forms part of the Annual Report.
CORPORATE GOVERNANCE CERTIFICATE
The Compliance certificate from Sudhanwa S. Kalamkar & Associates the practicingCompany Secretaries regarding compliance of conditions of corporate governance asstipulated in the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015is annexed to the Corporate Governance Report forming part of Annual Report.
The Directors place on record their appreciation for 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 ARCs andthank our customers suppliers investors for their continues support during the year.
| ||By Order of the Board |
|Date: 14-Aug-2018 ||Harshad Patel |
|Place: Mumbai ||Chairman & Managing Director |