TO THE MEMBERS
Your Directors have pleasure in presenting their Thirty-Fourth Annual Report togetherwith the Audited Statement of Accounts for the financial year ended 31st March 2019.
Pursuant to the notification dated 16th February 2015 issued by the Ministry ofCorporate Affairs the Company has adopted the Indian Accounting Standards (''Ind AS'')notified under the Companies (Indian Accounting Standards) Rules 2015 with effect from1st April 2017.
The summarized financial results of the Company for the year ended 31st March 2019 arepresented below:
|Particulars ||2018-2019 ||2017-2018 |
|Sales and other income ||6299.18 ||6373.44 |
|Profit before Depreciation Finance Cost and Tax ||921.83 ||1278.32 |
|Less: Depreciation ||45.08 ||63.38 |
|Finance Cost ||25.88 ||25.05 |
|Profit before Tax ||850.87 ||1189.89 |
|Less: Provision for Tax (Including Income Tax Prior period tax and Deferred Tax) ||120.73 ||382.38 |
|Profit after Tax ||730.14 ||807.51 |
|Add: Other Comprehensive Income ||(3.01) ||(4.92) |
|Total Comprehensive Income carried to Other Equity ||727.13 ||802.59 |
REVIEW OF OPERATIONS
Your Company's Sales turnover was Rs. 6064.89 lacs in the year under review as comparedto Rs. 6028.27 lacs in the previous year. Other income in the year under review was Rs.234.29 lacs as compared to Rs.345.17 lacs in previous year primarily due to fluctuation invalue of the investment portfolio.
The Profit before tax (PBT) for the period under review has decreased from Rs. 1189.89lacs in the previous year to Rs. 850.87 lacs in current year.
EVENTS OCCURING AFTER THE BALANCE SHEET DATE
There are no material changes or commitments between the end of the financial year towhich the financial statements relate and the date of this report that affects thefinancial position of the Company.
DIVIDEND AND TRANSFER TO RESERVES
The Board of Directors of the Company recommend for consideration of shareholders atthe 34th Annual General Meeting payment of dividend @ 12% (Re. 1.20/- per share) on theEquity Shares of face value of Rs. 10/- each for the year ended 31st March 2019. Thedividend paid during the previous year was 12% (i.e. Re. 1.20 per share). An amount of Rs.23.93 lakhs would be paid as dividend distribution tax on the dividend.
The Board proposes to transfer an amount of Rs. 10 lakhs (Rupees Ten Lakhs) to theGeneral Reserve.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
In accordance with Section 124 and 125 of the Companies Act 2013 and InvestorEducation and Protection Fund Authority (Accounting Audit Transfer and Refund) Rules2016 and amendments thereof dividend amount of Rs. 343901/- for the financial year2010-11 which remained unclaimed / unpaid for a period of seven years has been transferredto the Investor Education and Protection Fund (IE&PF) during the year. Further 10700shares pertaining to such unclaimed / unpaid dividend for financial year 2010-2011 havealso been transferred to the IE&PF Authority as per the statutory provisions. Dividendamount of Rs. 158700/- for the financial year 2017-18 in respect of the sharestransferred to IE&PF Authority has also been transferred to the designated IE&PFbank account during the year.
Your Company has appointed the Company Secretary of the Company Mr. Agnelo A.Fernandes as the Nodal Officer under the aforesaid IE&PF Rules. Further detailspertaining to IE&PF transfer are available on the IE&PF website : www.iepf.gov.inand on the Company website on the following weblink - http://www.rishiroop.in/investors/corporate-governance/downloads/
In terms of the Articles of Association of the Company and the Companies Act 2013 Mr.Atul R. Shah (DIN: 00004528) Director of the Company is liable to retire by rotation atthe ensuing Annual General Meeting of the Company and being eligible offers himself forreappointment.
Mr. Shah is a fellow member of the Institute of Chartered Accountants of India (ICAI)and has 44 years of experience in the field of Corporate Laws Taxation Accounts Financeand Management.
Mr. Shah is Director of Rishichem Distributors Private Limited and Rishi Foods PrivateLimited. Other than this he does not hold any directorships and membership of anycommittees of the Boards of Directors of any other companies except Rishiroop Limited.
The Board considers that his continued association would be of immense benefit to theCompany and it is desirable to continue to avail services of Mr. Shah as non-executiveDirector. Accordingly the Board of Directors recommends his reappointment as Director ofthe Company.
Members approval is sought by way of Special Resolution for the re-appointment of Mr.Aditya A. Kapoor Managing Director of the Company for a term of 3 years from 1st April2019 upto 31st March 2022. Particulars relating to his appointment have been given in theNotice for the 34th Annual General Meeting and explanatory statement annexed thereto.
Members approval is also sought by way of Special Resolution for re-appointment of Mr.Dilipkumar P. Shah independent director of the Company for a second term of 5 years witheffect from 1st April 2019 upto 31st March 2024. Particulars relating to his appointmenthave been given in the Notice for the 34th Annual General Meeting and explanatorystatement annexed thereto.
All the appointments of Directors of the Company are in compliance with the provisionsof Section 164 of the Companies Act 2013.
All Independent directors have given the declarations that they meet the criteria ofindependence as laid down under section 149(6) of the Companies Act 2013 and clause16(b) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015.Further all Directors and senior management personnel have confirmed compliance with theCode of Conduct for Directors and senior management personnel.
The relevant details of the Directors and their attendance at Board and Committeemeetings are given in the Corporate Governance Report attached herewith.
ANNUAL EVALUATION OF THE BOARD
The Independent Directors during their separate meeting held on 2nd February 2019and the Board in its meeting also held on 2nd February 2019 conducted a FormalEvaluation of the performance of the Chairman Managing Director Non-Executive DirectorIndependent Directors the Board as a whole and also that of its Committees in accordancewith the requirements of Sec. 134(3)(p) of the Companies Act 2013 and as per SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.
The manner in which formal annual evaluation of the performance of the Board itsCommittees and of individual directors has been made is summarized below: 1. Nominationand Remuneration Committee of the Board had prepared and sent through its Chairman draftparameterized feedback forms for evaluation of the Board Independent Directors ManagingDirector Non-Executive Director and Chairman.
2. Independent Directors at a meeting without anyone from the non-independent directorsand management present considered/evaluated the Board's performance performance of theChairman and other non-independent Directors.
3. The Board subsequently evaluated performance of the Board the Committees andIndependent Directors (without participation of the concerned director).
NO. OF MEETINGS OF THE BOARD
The details of the number of meetings of the Board held during the financial year2018-19 forms part of the Corporate Governance Report.
The details on the Audit Committee and its meetings during the financial year 2018-19forms part of the Corporate Governance Report.
CORPORATE GOVERNANCE REPORT
As per SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 theCorporate Governance Report with the Auditors' Certificate thereon are attached hereto andform part of this Report.
MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the Management Discussion and Analysis is attached hereto and forms part of thisReport.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There are no significant and material orders passed by the Regulators/Courts that wouldimpact the going concern status of the company and its future operations.
During the year your Company has not accepted deposits from the Shareholders andothers and has complied with the provisions of Section 73 of the Companies Act 2013 andthe Rules made thereunder.
DIRECTORS' RESPONSIBILITY STATEMENT U/S 134(5) OF THE COMPANIES ACT 2013
Pursuant to the provisions of Section 134(5) of Companies Act 2013 as amended withrespect to the Directors'
Responsibility Statement it is hereby confirmed that:
1) In the preparation of the accounts for the financial year ended 31 st March 2019the applicable Accounting Standards have been followed along with proper explanationrelating to material departures;
2) The Directors have 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 as at 31st March 2019 and of the profitand loss of the Company for the year ended 31st March 2019;
3) The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
4) The Directors have prepared the annual accounts for the financial year ended 31 stMarch 2019 on a going concern basis.
5) The Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.
6) The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
REPORTING OF FRAUDS
Pursuant to the provisions of Section 134(3)(ca) of Companies Act 2013 it is herebyconfirmed that during the year 2018-19 there have been no frauds reported by the auditors.
M/s Jayesh Dadia & Associates LLP Chartered accountants (Registration No.:121142W) were appointed as Statutory Auditors at the 32nd Annual General Meeting tillthe conclusion of 37th Annual General Meeting of the Company (subject to ratification ofthe appointment by the members at every AGM).
As required under the provisions of Section 139(1) of the Act the Company has receiveda written consent from M/s Jayesh Dadia & Associates LLP Chartered Accountants fortheir appointment and a to the effect that their re-appointment if made would be inaccordance with the Act and the Rules framed thereunder and that they satisfy thecriteria provided in Section 141 of the Act. Your Board recommends of their appointment asthe Statutory Auditors at the Annual General Meeting.
The Companies (Amendment) Act 2017 read with Notification S.O. 1833(E) dated 7th May2018 deletes provision of annual ratification of the appointment of statutory auditor andhence members approval is sought for dispensing with such annual ratification for theremainder of the term of appointment of M/s. Jayesh Dadia & Associates LLP asstatutory auditors i.e. upto the conclusion of the 37th Annual General Meeting of theCompany.
The Auditors opinion given in the Audit report of M/s Jayesh Dadia & Associates LLPis unmodified and there are no qualifications / reservations or adverse remarks in thereport. Further the observations and comments given in the Auditors Report read togetherwith the notes to the accounts are self-explanatory and hence do not call for any furtherexplanation.
SECRETARIAL AUDIT REPORT & SECRETARIAL COMPLIANCE REPORT
As per requirement of the Companies Act 2013 and Companies (Appointment andremuneration of Managerial Personnel) Rules 2014 the Company had appointed DM &Associates Company Secretaries LLP as the Secretarial Auditor for FY 2018-2019 whoseSecretarial Audit Report in Form MR-3 dated 17th April 2019 is attached separately tothis report. Further pursuant to Regulation 24A of SEBI (Listing Obligation andDisclosure Requirements)
Regulations 2015 the Secretarial Compliance Report dated 17th April 2019 in theprescribed format is also attached to this report. The aforesaid reports areself-explanatory and do not call for any further explanation.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY THE COMPANY
The Company has not given any loans or guarantees covered under the provisions ofSection 186 of the Companies Act 2013. The details of the investments made by Company aregiven in the Notes to the financial statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the financial year your Company entered into related party transactions whichwere on arm's length basis and in the ordinary course of business. There are no materialtransactions with any related party as defined under Section 188 of the Act read with theCompanies (Meeting of Board and its Powers) Rules 2014.
All related party transactions have been approved by the Audit Committee of yourCompany and by the Board of Directors. Prior omnibus approval of the Audit Committee isobtained for the transactions which are of a foreseen and repetitive nature. Thetransactions entered into pursuant to the omnibus approval so granted are placed beforethe Audit Committee and the Board of Directors for their approval on a quarterly basis.
Details of the related party disclosures and transactions are given in Note no. 35 tothe financial statements.
Since the related party transactions are all on arm's length and there are no materialcontracts arrangement or transactions Form AOC-2 is not annexed to this Report.
POLICY ON RELATED PARTY TRANSACTIONS OF THE COMPANY
The policy on Related Party Transactions as approved by the Board is accessible on theCompany website viz. http://www.rishiroop.in/investors/corporate-governance/policies/.
The Company is exposed to inherent uncertainties owing to the sectors in which itoperates. The Company's Risk Management processes focus on ensuring that these risks areidentified on a timely basis and addressed. The Company has a policy on Risk Managementwhich is accessible on the Company website: http://www.rishiroop.in/investors/corporate-governance/policies/
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
Your Company has an adequate system of internal control commensurate with the size andthe nature of its business which ensures that transactions are recorded authorized andreported correctly apart from safeguarding its assets against loss from wastageunauthorized use and removal.
The internal control system is supplemented by documented policies guidelines andprocedures. The Company's internal auditors continuously monitors the effectiveness of theinternal controls with a view to provide to the
Audit Committee and the Board of Directors an independent objective and reasonableassurance of the adequacy of the organization's internal controls and risk managementprocedures. The Internal Auditor submits detailed reports on quarterly basis to the AuditCommittee and management. The Audit Committee reviews these reports with the executivemanagement with a view to provide oversight of the internal control system.
Your Company in compliance with the Companies Act 2013 the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 and the applicable Secretarial Standardsapproved by the Central Government. Your Company has framed and put into effect severalpolicies on important matters such as Nomination and Remuneration of directors and KMPmateriality of events/information preservation of documents/archival policy etc. whichprovide robust guidance to the management in dealing with such matters to support internalcontrol. Your Company reviews its policies guidelines and procedures of internal controlon an ongoing basis in view of the ever-changing business environment.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMININGQUALIFICATIONS POSITIVE ATTRIBUTES INDEPENDENCE OF A DIRECTOR KEY MANAGERIAL PERSONNELAND OTHER EMPLOYEES
The Board shall have minimum 3 and maximum 15 directors unless otherwise approved. Noperson of age less than 21 years shall be appointed as a director on the Board. TheCompany shall have such persons on the Board who complies with the requirements of theCompanies Act 2013 Provisions of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 Memorandum of Association and Articles of Association of the Companyand all other statutory provisions and guidelines as may be applicable from time to time.Composition of the Board shall be in compliance with the requirements of CompaniesAct/SEBI Regulations. Except for the Managing Director no other directors are paidremuneration but are paid sitting fees. The Managing Director is paid remuneration asapproved by the Shareholders but is not paid any sitting fees. Managing Director CompanySecretary and Chief Financial Officer shall be the Key Managerial Personnel (KMP) of theCompany. All persons who are Directors / KMPs members of Senior Management and all otheremployees shall abide by the Code of Conduct. Directors/KMPs shall not acquire anydisqualification and shall be persons of sound integrity and honesty apart fromknowledge experience etc. in their respective fields.
A copy of the policy for remuneration to non executive and independent directors isavailable on the website of the Company i.e www.rishiroop.in on the weblink :http://www.rishiroop.in/investors/corporate-governance/policies/
PARTICULARS OF EMPLOYEES AND REMUNERATION
Pursuant to Section 197(12) of the Companies Act 2013 and Rule 5(1) of the Companies(Appointment and
Remunerations of Managerial Personnel) Rules 2014 the relevant details for financialyear 2018-19 are given below:
(i) The percentage increase in remuneration of each Director Chief Financial OfficerCompany Secretary ratio of the remuneration of each Director to the median remunerationof the employees of your Company for the financial year 2018-19 are as under :
|Sr. No. Name of Director /KMP & designation ||Remuneration of Directors/KMP for FY 2018-19 (Rs. In lakhs) ||% Increase/(Decrease) in Remuneration for the FY 2018-19 ||Ratio of Remuneration of each Director to the median remuneration of employee |
|1 Mr. Arvind M. Kapoor Director ||1.00 ||(37.50) ||0.29 |
|2 Mr. Aditya A. Kapoor Managing Director ||54.60 ||11.26 ||15.78 |
|3 Mr. Dilipkumar P. Shah Independent Director ||1.35 ||(10.00) ||0.39 |
|4 Mr. Hemant D. Vakil Independent Director ||1.45 ||(12.12) ||0.42 |
|5 Ms. Vijyatta Jaiswal Independent Director ||1.30 ||(16.13) ||0.38 |
|6 Mr. Atul R. Shah Non-Executive Director ||1.05 ||16.67 ||0.30 |
|7 Mr. Suresh Khilnani Chief Financial Officer ||17.50 ||10.63 ||Not applicable |
|8 Mr. Agnelo Fernandes Company Secretary ||15.77 ||15.58 ||Not applicable |
(ii) In the financial year there was an increase of 22.70% in the median remunerationof the employees.
(iii) There were 38 permanent employees on the rolls of your Company as on 31st March2019.
(iv) Average percentage increase in the salaries of employees other than the managerialpersonnel in the financial year 2018-19 was 12.70% whereas increase in the managerialremuneration for the same financial year was 12.49%. Managerial remuneration paid duringthe financial year 2018-19 was as per the provisions of the Companies Act 2013 and theRemuneration Policy of your Company.
(v) It is hereby affirmed that the remuneration paid is as per the Remuneration Policyof your Company. During the financial year 2018-19 there are no employees whoseremuneration was falling under remuneration as prescribed under Sec 197(12) of CompaniesAct 2013 read with Rule 5(2) of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.
Further as per Sec 197(12) of Companies Act 2013 read with Rule 5(2) and Rule 5(3) ofthe aforesaid Rules the Statement containing names and details of the top ten employeesin terms of remuneration drawn during the financial year 2018-19 forms part of thisreport. This report is sent to the members excluding the aforesaid Statement. ThisStatement is open for inspection at the Registered Office of the Company during workinghours and any member interested in obtaining such particulars may write to the CompanySecretary at the Registered Office of the Company.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
As required under Section 134(3) (m) of the Companies Act 2013 read with Rule 8 of theCompanies (Accounts)
Rules 2014 the particulars relating to conservation of energy technology absorptionand foreign exchange earnings and outgo are given in Annexure A' to this Report.
ESTABLISHMENT OF VIGIL MECHANISM
The Company has in place a vigil mechanism pursuant to which a Whistle Blower Policyhas been in force. The policy was approved on 13th February 2015. This Policy inter aliaprovides a direct access to a Whistle Blower to the Chairman of Audit Committee on hisdedicated email-ID : email@example.com. The Whistle Blower Policy covering allemployees and directors is hosted on the Company's website at URL - http://www.rishiroop.in/investors/corporate-governance/policies/
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has in place a Sexual Harassment Prevention Policy in line with therequirements of The Sexual Harassment of Women at the Workplace (Prevention Prohibition& Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment.
All employees (permanent contractual temporary trainees) are covered under thispolicy. The following is a summary of sexual harassment complaints received and disposedoff during the year: ? No. of complaints received : Nil ? No. of complaintsdisposed : Nil
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
Details of the familiarization program for Independent Directors is accessible on theCompany website at http:// www.rishiroop.in/investors/corporate-governance/policies/
CORPORATE SOCIAL RESONSIBILITY (CSR)
Pursuant to Section 135 of the Companies Act 2013 and the relevant Rules the Boardreconstituted the CSR Committee under the Chairmanship of Mr. Arvind M. Kapoor. The othermembers of the Committee are Mr. Aditya Kapoor Mr. Hemant Vakil and Mr. Atul Shah. Adetailed CSR policy has also been framed which is placed on the company's website:http://www.rishiroop.in/investors/corporate-governance/policies/. The report on CSR asrequired under Section 135 of the Companies Act 2013 is given in Annexure B' tothis Report.
An extract of the Annual Return i.e. Form No. MGT-9 as of 31st March 2019 pursuantto the sub-section (3) of Section 92 of the Companies Act 2013 is given in AnnexureC' to this Report. A copy of the Annual Return is also available on the website ofthe Company i.e www.rishiroop.in on the weblink - http://www.rishiroop.in/investors/corporate-governance/downloads/
The Directors confirm that the applicable Secretarial Standards i.e. SS-1 and SS-2relating to Meetings of the Board of Directors' and General Meetings'respectively which have been approved by the Central Government have been duly followedby your Company.
MAINTENANCE OF COST RECORDS
Your Company is not required to maintain cost records as specified by the CentralGovernment under Section 148(1) of the Companies Act 2013.
The Board of Directors express their appreciation for the sincere co-operation andassistance of Government Authorities Bankers Customers Suppliers Business Associatesand the efforts put in by all the employees of the Company. The Board of Directorsexpresses their gratitude to all our valued shareholders for their confidence andcontinued support to the Company.
| ||For and on behalf of the Board of Directors |
|Place: Mumbai ||Arvind Mahendra Kapoor |
|Date: 11.05.2019 ||Chairman |
| ||DIN : 00002704 |
|Registered Office: || |
|W-75(A) & W-76(A) || |
|MIDC Industrial Area || |
|Satpur Nasik 422007 || |