Rishi Techtex Limited
Your Directors have pleasure in presenting their 37th Annual Report on the business andoperations of the Company and the accounts for the Financial Year ended March 31 2021.
FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY:
| || ||(Rs. in Lakhs) |
|Particulars ||2020-21 ||2019-20 |
|Total Income ||8122.45 ||7663.00 |
|Profit before Tax ||60.06 ||221.54 |
|Provision for Tax ||18.18 ||121.88 |
|Profit after Tax ||41.88 ||99.66 |
|Total Comprehensive Income for the period ||42.26 ||98.97 |
To strengthen the cash flow of the Company the Directors have not considered andrecommended any dividend in the year.
As on March 312021 the reserves and surplus has increased to Rs. 2068.36 lakhs ascompared to Rs.1880.17 lakhs during the last year.
COMPANY'S WORKING DURING THE YEAR:
The company earned total income of Rs.8122.45 lakhs as compared to Rs.7663 lakhs earnedin the previous year showing increase of 6%. The operations during the year have resultedin a profit of Rs. 41.88 lakhs as compared to Rs.99.66 lakhs in previous year.
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:
The COVID-19 pandemic has affected every industry and has disrupted trade supplychains work and business models employment and consumer behaviors.
The Company is consciously committed to health and safety of all employees and otherstakeholders. The ongoing global COVID-19 pandemic has caused and continues to causesignificant loss of life and has resulted in curtailment of economic activities across theworld as local administrations and governments seek to limit spread of the diseaseincluding through lockdown policies restriction on business activities and businessshutdowns. Among other things many of our Company's and its clients' offices have beenclosed and employees have been working from home and many customer-facing businesses haveclosed or are operating at a significantly lower capacity to observe various socialdistancing requirements and government-mandated COVID-19 protocols. The Company will focuson Opportunistic growth in current environment to create a healthy project pipeline.
In the view of the management there are no other material changes or commitments whichmay affect the financial position of the Company.
Subsequent to the end of the financial year under review the Company has received thefollowing credit ratings from CRISIL vide letter dated 17th April 2021.
|Total Bank Loan Facilities Rated ||Rs. 26 Crore |
|Long- Term Rating ||CRISIL BBB-/Stable. |
|Short-Term Rating ||CRISIL A3. |
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.
The Members may re-collect that in the Directors Report previous financial year yourDirectors placed details of litigation with Enforcement Directorate. The Company hasdenied all the charges and allegations levelled by the Enforcement Directorate (ED). TheCompany entered a contract with bona fide intent. During the FY 2018-19 although theCompetent Authority in Enforcement Directorate Cochin Office passed a provisional orderattaching the property of the Company situated at Daman (UT); based on Company'sapplication to the Hon'ble
Appellate Tribunal for Prevention of Money Laundering Act (AT PMLA) New Delhi TheTribunal has directed that both the parties to maintain a status quo in respect of thesaid attached property until the next date of hearing.
ADOPTION OF INDIAN ACCOUTING STANDARD (IND AS):
As mandated by the notification of Ministry of Corporate Affairs dated 16th February2015 notifying the Companies (Indian Accounting Standard) Rules 2015 your Company hasimplemented Indian Accounting Standards ("IND AS") to record financialtransactions pursuant to Notification from financial year 2017-2018. During the year2020-2021; the Company has continued to successfully implement the Ind AS.
SUBSIDIARIES /JOINT VENTURES/ ASSOCIATE COMPANIES:
The Company has no subsidiary or joint venture or associate company.
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 of the Company. Internal AuditFindings and recommendations areas for improvement are reviewed by the Audit Committee.Based on the report of internal auditor; management undertake corrective action in theirrespective areas and thereby strengthen the controls.
AUDIT OBSERVATIONS AND EXPLANATION BY THE BOARD:
There were no qualifications reservations or adverse remarks made either by theAuditors or by the Secretarial Auditor in their respective Reports. The observations madeby the Auditors read with the relevant notes on accounts are self-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.
The details relating to deposits covered under Chapter V of the Act-
a) accepted during the year : Rs. 45.00 Lakhs
b) remained unpaid or unclaimed as at the end of the year : Nil
c) whether there has been any default in repayment of deposits or payment of interestthereon during the year and if so number of such cases and the total amount involved;
(i) at the beginning of the year - Nil
(ii) maximum during the year - Nil
(iii) at the end of the year - Nil
The details of deposits which are not in compliance with the requirements of Chapter Vof the Act: Nil
In the 34th Annual General Meeting; M/S. Attar & Associates Chartered Accountants.Thane Maharashtra (FRN : 116443W) 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 39th Annual General Meeting of the Company.
Pursuant to Section 139 and 141 of the Act and relevant Rules prescribed there underyour 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 2021-2022.
The Auditors have also confirmed that they have subjected themselves to the peer reviewprocess of Institute of Chartered Accountants of India (ICAI) and hold a valid certificateissued by the Peer Review Board of the ICAI.
As per the provisions of the Companies Act 2013 the Auditors Report on FinancialStatements for the year ended 31st March 2021 as issued by the Statutory Auditor; M/SAttar & Associates Chartered Accountants forms part of this Annual Report.
The paid up Equity Share Capital as on March 312021 was Rs. 739.10 Lacs. There was nochange in the Share Capital of the Company during the financial year under report.
As on March 31 2021 following two directors are holding shares of the Company:
Mr. Abhishek Patel
Mr. Pranav Patel
EXTRACT OF THE ANNUAL RETURN:
Pursuant to Section 92 of the Act and Rule 12 of the Companies (Management andAdministration) Rules 2014 the Annual Return is available on the website of the Companyat www.rishitechtex.com under Investor Tab_Annual Report_Annual Return. You may also checkthe following link: https://www.rishitechtex.com/assets/pdf/ RTL MGT 7 20-21.pdf.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information required to be disclosed is set out in Annexure A'
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 Obligations 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 NonIndependent Director. As on the date of Balance sheet;there is no Nominee 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 have been received by the Company from all theDirectors.
Change in Directors:
Mr. Pranav Patel retires by rotation in this Annual General Meeting and being eligibleoffers himself for reappointment.
There are no other changes in the Board of Directors of the Company during the yearunder review.
Details of the meetings of the Board of Directors:
During the year in all four Board Meetings
were held i.e. on 21st July 2020 14th September 2020 9th November 2020 and 10thFebruary 2021. No Board Meeting was held during the first quarter of financial year20-21 due to complete lock-down imposed by the Government of India and Local Authoritiesthis has resulted in a gap of more than 120 days reckoned from the previous Board meetingheld on 14th February 2020. Members may note that the relaxation to extend gap of morethan 120 days between two consecutive Board Meetings were authorized pursuant to GeneralCircular No. 11/2020 dated 24th March 2020 issued by Ministry of Corporate Affairs andcircular No. SEBI/HO/CFD/CMD1/CIR/P/2020/106 dated June 24 2020 issued by the SEBI. Theattendance of the Directors are as detailed in the Corporate Governance Report.
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 outthe evaluation of its own performance 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.rishitechtex.com.
All Board members and senior management personnel have affirmed compliance with thecode for the year ended on March 31
2021. Declaration to this effect signed by the Managing Director of the Company for theyear ended on March 312021 has been included elsewhere in this report.
Familiarization Programme for Independent Directors:
During the year since no new Directors were appointed as Independent there was nospecific Familiarization Programme conducted.
KEY MANAGERIAL PERSONNELS (KMPs):
As on March 312021 Mr. Abhishek Patel Managing Director Mr. Jagdish Dokwal ChiefFinancial Officer and Ms. Gauri Gangal Company Secretary are the Key Managerial Personnelof your Company. During the financial year under review there were no changes in the KeyManagerial Personnel (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 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. Mrs. Sheela Ayyar having sound financial backgroundand financial expertise is a Chairman of the Committee with the other members being Mr.Abhishek Patel and Mr. Kunal Rastogi.
The details pertaining to the composition of the Audit Committee terms of referencenumber of meetings of the committee are included in the Corporate Governance Report whichis a part of this report.
2. Nomination & Remuneration Committee:
The Nomination & Remuneration committee consists of three Directors viz. Mrs.Sheela Ayyar Mr. Pranav Patel and Mr. Kunal Rastogi. Mr. Kunal Rastogi is 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.rishitechtex.com. Remuneration Committee approvesthe remuneration payable to the Managing Director and senior executives. The salientfeatures of the said policy are as mentioned in: Corporate Governance Report
The details pertaining to the composition of the Nomination & RemunerationCommittee terms of reference number of meetings of the committee are included in theCorporate Governance Report which is a part of this report.
3. Shareholders/Investors Grievance Committee:
The Committee consists of three Directors Mr.Abhishek Patel Mr.Kunal Rastogi andMr.Pranav Patel. Mr. Kunal Rastogi is the chairman of the Committee.
The details pertaining to the composition of the Shareholders/Investors GrievanceCommittee terms of reference number of meetings of the committee are included in theCorporate Governance Report which is a part of this report.
4. Finance Committee:
The Company has a Finance Committee comprising of three Directors viz. Mr. AbhishekPatel Mr.Pranav Patel and Mr.Kunal Rastogi for looking after the matters pertaining toexpansion and finance of the Company.
Finance Committee met on 8th June 2020 during the financial year 20202021.
Independent Directors' Meeting:
During the year under review the Independent Directors met on 5th January 2021 interalia to discuss the evaluation of the performance of all independent directors and theBoard of directors as whole. It also evaluates the timelines of flow of informationbetween the Management and the Board that is necessary for the Board to perform its dutieseffectively.
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 has formulated Whistle Blower Policy as per the provisions of SEBI (LODR)Regulations 2015 to raise any complaint query and to deal with instance of fraud andmismanagement if any.
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 to consider and resolve allsexual harassment complaints reported by women. The Company has taken adequate care andcaution in line with the requirements of the Act. During the year 2020-2021 the Companyhas 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 the Companies (Accounts) Rules 2014 there are notransactions to be reported under section 188(1) of the Companies act 2013. The relatedparty 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 are available on the website of the Company at www.rishitechtex.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'.
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 M/s. Sudhanwa S. Kalamkar & Associates Company Secretary in practiceto undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditorin prescribed form MR-3 is annexed herewith as Annexure 'C'.
There are no qualifications or observations or adverse remarks or disclaimer of theSecretarial Auditors in the Report issued by them for the financial year 2020-21 whichcall for any explanation from the Board of Directors.
M/s Sudhanwa S. Kalamkar & Associates Company Secretaries have been re-appointedto conduct the secretarial audit of the Company for the financial year 2021-22. They haveconfirmed that they are eligible for the said appointment.
COMPLIANCE WITH SECRETARIAL STANDARDS:
During the financial year your Company has complied with applicable SecretarialStandards issued by Institute of Company Secretaries of India.
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 2020-2021 as the Companydoes not 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.
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.
The shares of your Company are listed at the BSE Limited. The applicable annual listingfees have been paid to the stock exchange before the due dates.
CORPORATE GOVERNANCE REPORT:
The Company is committed to maintain the highest standards of Corporate Governance andbelieves in adopting best practices of Corporate Governance. The report on CorporateGovernance as stipulated under the SEBI Listing Regulations together with a certificatefrom the Secretarial Auditors of the Company confirming compliance with the conditions ofCorporate Governance forms part of the Report.
HUMAN RESOURCE DEVELOPMENT AND INDUSTRIAL RELATIONS:
Industrial relations at all plant locations remained harmonious. With an aim atenhancing employees' experience the highest priority was given to people-focused measuresand policies in areas of health safety and wellness of employees and their familiesespecially in the wake of COVID-19.
In order to drive employee motivation and performance a structured culture andengagement framework was put in place with focus on three core pillars of Learning andDevelopment Communication and Connect and Recognition.
The total number of persons employed in your Company as on March 312021 were 186.
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.
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 fromthe various Statutory Bodies Government and Semi-Government Organisations and Bank andthank our customers suppliers investors for their continues support during the year.
|By Order of the Board || |
|Abhishek Patel ||Sheela Ayyar |
|Managing Director ||Director |
|DIN: 05183410 ||DIN:06656579 |
|Place: Mumbai || |
|Date: 13.08.2021 || |
The details of conservation of energy technology absorption foreign exchange earningsand outgo are as follows:
A. CONSERVATION OF ENERGY
The Company has initiated various steps for conservation of energy. The Company hasreplaced old motors and connections to prevent power leakage. Additionally for heatdissemination better insulators were installed and recycling units were refurbished.
Old computer systems and machinery were replaced for energy efficient operations. Bypreventing heat loss the company saved on energy.
B. TECHNOLOGY ABSORPTION
The company has been constantly improving the quality of the products to suit therequirements of customers. No specific amount is earmarked for R&D. The Company hasinstalled new Machines as well as modified existing machines to improve the quality of itsproducts.
TECHNOLOGY ABSORPTION ADAPTION AND INNOVATION
The Company increasing its focus of the investments in the packtechverticle to minimizehuman intervention to increase the efficiency of the process.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO
During the year the earning in foreign exchange on Export of Shade Net amounts to Rs.1573.69 lakhs. Expenditure in foreign currency on account of Travelling is Rs. NIL and onaccount of spares and components is Rs. 2.01 Lakhs. There was import of Capital Goodswhich was Rs.32.80 lacs.
1. The ratio of the remuneration of each director to the median employees' remunerationfor the financial year:
|Name ||Designation ||Ratio |
|Mr. Abhishek Patel ||Managing Director ||36.03:1 |
For this purpose sitting fees paid to non-executive directors have not beenconsidered.
2 The percentage increase in remuneration of each Director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year:
The increase in remuneration of Chief Financial Officer and Company Secretary : NIL
3. The percentage increase in the median remuneration of employees in the financialyear: The increment in the median remuneration of the employees is around 3.32%.
4. The Number of permanent Employees on the rolls of the Company:
The numbers of on-rolls permanent employees are 186 (Excluding MD)
5. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and exceptionalcircumstances for increase in the managerial remuneration if any:
The average percentile increase in the salaries of employees other than ManagerialPersonnel is 5.25%.
6. Affirmation that the remuneration is as per the remuneration policy of the Company: