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Rishiroop Ltd.

BSE: 526492 Sector: Others
NSE: N.A. ISIN Code: INE582D01013
BSE 00:00 | 29 Jun 109.25 0
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106.65

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NSE 05:30 | 01 Jan Rishiroop Ltd
OPEN 106.65
PREVIOUS CLOSE 109.25
VOLUME 7882
52-Week high 180.00
52-Week low 90.05
P/E 6.41
Mkt Cap.(Rs cr) 106
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 106.65
CLOSE 109.25
VOLUME 7882
52-Week high 180.00
52-Week low 90.05
P/E 6.41
Mkt Cap.(Rs cr) 106
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Rishiroop Ltd. (RISHIROOP) - Director Report

Company director report

TO THE MEMBERS

Your Directors have pleasure in presenting their Thirty-Seventh Annual Report togetherwith the Audited Statement of Accounts for the financial year ended March 31 2022.

FINANCIAL SUMMARY

The summarized financial results of the Company for the year ended March 31 2022 arepresented below:

(Rs in Lacs)

Particulars 2021-2022 2020-2021
Sales and other income 9351.17 6607.06
Profit / (Loss) before Depredation Finance Cost and Tax 2226.54 1799.65
Less: Depreciation 73.62 47.78
Finance Cost 21.97 24.26
Profit /(Loss) before Tax before exceptional items 2130.95 1727.61
Exceptional items - 2120.25
Profit /(Loss) before Tax 2130.95 3847.86
Less: Provision for Tax (Including Income Tax Prior period tax) 352.51 737.00
Less: Deferred Tax 93.53 110.94
Profit/(Loss) after Tax 1684.91 2999.92
Add: Other Comprehensive Income (24.96) 10.21
Total Comprehensive Income carried to Other Equity 1659.95 3010.13

BUSINESS OVERVIEW AND STATE OF AFFAIRS

The Corona pandemic continued to have far-reaching impact on businesses around theworld and India as well. The first half of the year witnessed the second wave of theraging pandemic with a sharp increase in cases and localized restriction of activities andlockdowns. The start of the vaccination drive in the country did initially lead to amomentary recovery however the resurgence of the virus across the globe brought inrenewed market uncertainty and unpredictability. The second half of the year was marked bya strong recovery. The market recovered in India with improving macroeconomic backdropdecreasing Covid case load and global recovery.

From company perspective disruption in supply chain resulting in shortages andstrengthening of petroleum based commodity prices helped in improving the margin on yourcompany products.

Your Company's sales turnover during the year under review was Rs. 8439.89 lacs ascompared to Rs. 5459.97 lacs in the previous year due to significant increase in thetrading business. Other income in the year under review was Rs. 911.28 lacs as compared toRs. 1147.08 lacs in previous year primarily due to decline in value of investmentportfolio on account of fall in stock market towards close of the financial year. Total ofsales and other income increased to Rs. 9351.17 lacs from Rs. 6607.06 lacs in previousyear.

The Profit Before Tax (PBT) for the period was Rs. 2130.95 lacs as against profit ofRs. 1727.61 lacs in the previous year (Rs. 3847.86 lacs after exceptional items).

SHARE CAPITAL

During the year under review pursuant to the approval accorded by the Board in itsmeeting held on August 27 2021 your Company bought back 537685 fully paid-up equityshares of face value of Rs. 10/- each constituting 6.60% of the issued subscribed andpaid-up Equity Share Capital of the Company as on March 31 2021. The Buy Back wasundertaken on a proportionate basis through the Tender Offer route for cash at a price ofRs. 125/- per equity share for an aggregate amount up to Rs. 67210625/- (excludingtransaction costs). The Buy Back offer opened on October 5 2021 and closed on October 272021. The Buy Back size was 9.67% of the aggregate paid-up equity capital and freereserves of the Company as per the standalone financial statements of the Company for thefinancial year ended March 31 2021. The shares accepted under the Buy Back offer wereextinguished in compliance with the relevant provisions of SEBI (Buy-back of Securities)Regulations 2018.

The total issued and paid-up share capital of the Company as on March 31 2022 is Rs.91636030/- divided into 9163603 equity shares of Rs.10/- each.

EVENTS OCCURING AFTER THE BALANCE SHEET DATE

No material changes and commitments which could affect the financial position of theCompany have occurred between the end of the financial year of the Company to which thefinancial statements relate and the date of this Report.

DIVIDEND

The Board of Directors of the Company recommends for consideration of shareholders atthe 37th Annual General Meeting the payment of final dividend @ 15 % (Re. 1.50 per share)(subject to tax deduction at source) on the equity shares of face value of Rs. 10/- eachfor the year ended March 31 2022.

The Board proposes to transfer an amount of Rs. 50 lacs to the General 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. 367885/- for the financial year2013-14 which remained unclaimed for a period of seven years was transferred to theInvestor Education and Protection Fund (IE&PF) during the year. Further 25950 sharespertaining to such unclaimed dividend for financial year 20132014 was also transferred tothe IE&PF Authority as per the statutory provisions. Dividend amount of Rs. 209904/-for the financial year 2020-21 in respect of the shares held by the IE&PF Authoritywas also transferred to the designated IE&PF bank 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/.

DIRECTORS

In terms of the Articles of Association of the Company and the Companies Act 2013 Mr.Arvind M. Kapoor (DIN : 00002704) Director of the Company is liable to retire byrotation at the ensuing Annual General Meeting of the Company and being eligible offershimself for reappointment.

Mr. Kapoor is M.S. (Polymer Engg.) USA and B.Tech. IIT - Mumbai and has over 42 yearsof valuable industrial and managerial experience. He is a director on the board of fivecompanies of the Rishiroop Group. Other than this he does not hold any directorships andmembership of any Committees of the Boards of Directors of any other companies exceptRishiroop Limited. He is holding 250000 shares of the Company as on March 31 2022.

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. Kapoor 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 (DIN-00003019) Managing Director of the Company for a term of 3 (three)years from April 1 2022 up to March 31 2025. Particulars relating to his appointmenthave been given in the Notice for the 37th 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. Inthe opinion of the Board all the Independent Directors possess the integrity expertiseand experience including the proficiency required to be Independent Directors of theCorporation that they fulfill the conditions of independence as specified in the Act andSEBI (LODR) Regulations 2015 and are independent of the management and have also compliedwith the Code for Independent Directors as prescribed in Schedule IV of the said Act.

All Independent Directors of the Company have confirmed that they have alreadyregistered their names with the data bank maintained by the Indian Institute of CorporateAffairs ["IICA"] as prescribed by the Ministry of Corporate Affairs under therelevant Rules and that they would give the online proficiency self-assessment testconducted by IICA which is prescribed under the relevant Rules if applicable.

All Directors and senior management personnel have confirmed compliance with the Codeof 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.

KEY MANAGERIAL PERSONNEL

Mr. Suresh H. Khilnani Chief Financial Officer of the Company retired on October 312021. Pursuant to the recommendation of the Nomination and Remuneration Committee andAudit Committee Mr. Mittal N. Savla was appointed as Chief Financial Officer of theCompany with effect from November 1 2021.

BOARD COMMITTEES

The Board has constituted various committees consisting of Executive and Non-ExecutiveDirectors of the Company to ensure good corporate governance and in compliance with therequirements of the Companies Act 2013 and the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. Currently the Board has four committees viz.

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders' Relationship Committee

4. Corporate Social Responsibility Committee

Details of all the Committees along with their composition terms of reference andother details are provided in the report on Corporate Governance.

NUMBER OF MEETINGS OF THE BOARD & COMMITTEES

The details of the number of meetings of the Board and Board Committees held during thefinancial year 2021-22 forms part of the Corporate Governance Report.

ANNUAL EVALUATION OF THE BOARD

The Independent Directors during their separate meeting held on February 11 2022 andthe Board in its meeting also held on February 11 2022 conducted a formal evaluation ofthe performance of the Chairman Managing Director Non-Executive Director IndependentDirectors the Board as a whole and also that of its Committees in accordance with therequirements of Sec. 134(3)(p) of the Companies Act 2013 and as per SEBI (ListingObligations 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. Nomination and Remuneration Committee of the Board had prepared and sent through itsChairman draft parameterized feedback forms for evaluation of the Board IndependentDirectors Managing Director Non-Executive Director and Chairman.

2. Independent Directors at a meeting without anyone from the non-independent directorsand management person present considered/evaluated the Board's performance performanceof the Chairman and other non-independent Directors.

3. The Board subsequently evaluated performance of the Board the Committees andIndependent Directors (without participation of the concerned director). Board alsoevaluated the fulfillment of independence criteria by the independent directors.

CORPORATE GOVERNANCE REPORT

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 theCorporate Governance Report with the Auditors' Certificate thereon are attached hereto andforms 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.

DEPOSITS

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.

SUBSIDIARIES/JOINT VENTURE/ASSOCIATE COMPANIES

Your Company does not have any subsidiary joint venture or associate companies.Therefore Form AOC-1 is not annexed to this Report.

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 March 31 2022 theapplicable Accounting Standards have been followed along with proper explanation relatingto 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 March 31 2022 and of theprofit and loss of the Company for the year ended March 31 2022;

3) The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

4) The Directors have prepared the annual accounts for the financial year ended March31 2022 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.

STATUTORY AUDITORS

Jayesh Dadia & Associates LLP Chartered Accountants (Registration No.121142W/W100122) were appointed as Statutory Auditors at the 32nd Annual General Meetingtill the conclusion of 37th Annual General Meeting of the Company and their term of fiveyears will conclude at the ensuing Annual General Meeting to be held on June 24 2022.

Your Company proposes to reappoint Jayesh Dadia & Associates LLP CharteredAccountants as the Statutory Auditors for the second term of five years until theconclusion of the 42nd Annual General Meeting to be held in the year 2027. The Company hasreceived a written confirmation from Jayesh Dadia & Associates LLP to the effect thattheir re-appointment for the second term as the Statutory Auditors of the Company ifmade will be as per the requirements laid down under Section 139 and 141 of the CompaniesAct 2013 read with Rule 4 of the Companies (Audit and Auditors) Rules 2014 and that theyare not disqualified for re-appointment.

Accordingly based on the recommendations of the Audit Committee and the Board ofDirectors a resolution for approval of the appointment of Jayesh Dadia & AssociatesLLP Chartered Accountants (Registration No. 121142W/W100122) as the Statutory Auditors ofthe Company has been proposed in the Notice convening the ensuing Annual General Meeting.

The observations of the Statutory Auditors on the annual financial statement for theyear ended March 31 2022 including the relevant notes to the financial statement areself-explanatory and therefore do not call for any further comments. The said Auditors'Report which has been issued with unmodified opinion does not contain any qualificationreservation or adverse remark.

REPORTING OF FRAUDS IF ANY

Pursuant to the provisions of Section 134(3)(ca) of Companies Act 2013 it is herebyconfirmed that during the financial year 2021-22 there have been no frauds reported bythe auditors.

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 financial year 2021-22whose Secretarial Audit Report in Form MR-3 dated April 18 2022 is attached separately tothis Report. Further pursuant to Regulation 24A of SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015 the Secretarial Compliance Report dated April18 2022 in the prescribed format is also attached to this Report. The aforesaid Reportsare self-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 were 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. A statementof all Related Party Transactions pursuant to the omnibus approval so granted is placedbefore the Audit Committee and the Board of Directors for their approval on a quarterlybasis specifying the nature value of the transactions and other prescribed details.

Details of the related party disclosures and transactions (including transactions ofthe Company with any person or entity belonging to the promoter/promoter group which holds10% or more shareholding in the Company) as applicable are given in Note no. 38 to thefinancial statements. The related party transactions are all on arm's length and thereare no material contracts arrangement or transactions and hence Form AOC-2 is notannexed to this Report.

In compliance with the provisions of Regulation 34(3) read with Para A - Schedule V ofSEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 read with section134(3)(h) of the Act since your Company has no holding subsidiary or associate companyit is confirmed that no loans or advances in the nature of loans have been received orpaid to such companies and that no loans or advances in the nature of loans have beenreceived or paid to any firms or companies in which a director is interested and noinvestments have been made in the shares of holding companies or any of its subsidiaries.

POLICY ON RELATED PARTY TRANSACTIONS OF THE COMPANY

The revised policy on Related Party Transactions as reviewed and approved by the Boardin the meeting held on May 21 2021 is accessible on the Company website viz.http://www.rishiroop.in/investors/ corporate-governance/policies/.

RISK MANAGEMENT

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/.

INSURANCE

Your Company has taken appropriate insurance for all assets against foreseeable perils.

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 Directorsan independent objective and reasonable assurance of the adequacy of the organization'sinternal controls and risk management procedures. The Internal Auditor submits detailedreports on quarterly basis to the Audit Committee and management. The Audit Committeereviews these reports with the executive management with a view to provide oversight ofthe internal control system.

Your Company is in compliance with the Companies Act 2013 the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and the applicable SecretarialStandards approved by the Central Government. Your Company has framed and put into effectseveral policies on important matters such as Nomination and Remuneration of directors andKMP materiality of events/information preservation of documents/archival policy etc.which provide robust guidance to the management in dealing with such matters to supportinternal control. Your Company reviews its policies guidelines and procedures ofinternal control on an ongoing basis in view of the ever-changing business environment andregulatory requirements.

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 (three) and maximum 15 (fifteen) directors unlessotherwise approved. No person of age less than 21 years shall be appointed as a directoron the Board. The Company shall have such persons on the Board who complies with therequirements of the Companies Act 2013 provisions of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Memorandum and Articles of Association ofthe Company and all other statutory provisions and guidelines as may be applicable fromtime to time. Composition of the Board shall be in compliance with the requirements ofCompanies Act/SEBI Regulations. Except for the Managing Director no other directors arepaid remuneration but are paid only sitting fees. The Managing Director is paidremuneration as approved by the shareholders but is not paid any sitting fees. ManagingDirector Company Secretary and Chief Financial Officer shall be the Key ManagerialPersonnel (KMP) of the Company. All persons who are Directors / KMPs members of SeniorManagement and all other employees shall abide by the Code of Conduct. Directors/KMPsshall not acquire any disqualification and shall be persons of sound integrity andhonesty apart from knowledge experience etc. in their respective fields.

Criteria for determining Independence of Director: A Director will be considered as anRs independent Director' if he/she meets with the criteria for Rs independent Director' aslaid down in the Companies Act 2013 and Regulation 16(1)(b) of the SEBI ListingRegulations.

Qualification: While recommending the appointment of a Director the Nomination andRemuneration Committee considers the manner in which the function and domain expertise ofthe individual will contribute to the overall skill-domain mix of the Board. It is ensuredthat the Board has an appropriate blend of functional and industry expertise.

Positive Attributes: In addition to the duties as prescribed under the Act theDirectors on the Board of the Company are also expected to demonstrate high standards ofethical behavior strong interpersonal and communication skills and soundness of judgment.Independent Directors are also expected to abide by the ‘Code for IndependentDirectors' as outlined in Schedule IV to the Companies Act 2013.

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 detailsfor financial year 202122 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 2021-22 are as under:

Sr. Name of Director /KMP No. & designation Remuneration of Directors/ KMP for FY 2021-22 (Rs. In lakhs) % Increase/ (Decrease) in Remuneration for the FY 2021-22 Ratio of Remuneration of each Director to the median remuneration of employee
1 Mr. Arvind M. Kapoor Director 2.55 70.00 0.72
2 Mr. Aditya A. Kapoor Managing Director 85.97* 31.51 24.42
3 Mr. Dilipkumar P. Shah Independent Director 2.35 74.07 0.67
4 Mr. Hemant D. Vakil Independent Director 2.05 41.38 0.58
5 Ms. Vijyatta Jaiswal Independent Director 2.35 74.07 0.67
6 Mr. Atul R. Shah Non-Executive Director 1.45 81.25 0.41
7 Mr. Suresh Khilnani Chief Financial Officer (upto 31.10.2021) 27 27*** 47.09 Not applicable
8 Mr. Mittal Savla Chief Financial Officer (appointed w.e.f. 01.11.2021) 9.17 NA Not applicable
9 Mr. Agnelo Fernandes Company Secretary 20.27** 8.69 Not applicable

* includes LTA claimed

** includes Leave Salary claimed

***Mr. Suresh H. Khilnani CFO retired on 31.10.2021 and remuneration includes LTALeave Salary and Gratuity paid to him

(ii) In the financial year there was an increase of 8.31% in the median remunerationof the employees.

(iii) There were 34 permanent employees on the rolls of your Company as on March 312022.

(iv) Average percentage increase in the salaries of employees other than the managerialpersonnel in the last financial year i.e. 2021-22 was 4.61 % whereas increase in themanagerial remuneration for the same financial year was 29.10 %. Managerial remunerationpaid during the financial year 2021-22 was as per the provisions of the Companies Act2013 and the Remuneration 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 2021-22 there are no employees whose remuneration wasfalling under remuneration as prescribed under Sec 197(12) of Companies Act 2013 readwith Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules2014.

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 2021-22 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 energytechnology absorption and 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 February 13 2015. This Policy inter aliaprovides a direct access to a Whistle Blower to the Chairman of Audit Committee on hisdedicated email-ID: auditcommittee@ rishiroop.in. 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. The Committee was reconstituted duringthe year.

All employees are covered under the said Policy. Following is a summary of sexualharassment complaints received and disposed off during the year:

• No. of complaints received : Nil
• No. of complaints disposed : Nil
• No. of complaints pending : 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 Boardconstituted 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.

ANNUAL RETURN

The Annual Return for the year ended March 31 2021 was filed with the Ministry ofCorporate Affairs on October 21 2021 and copy of the same is available on the website ofthe Company on weblink: http://www.rishiroop.in/investors/corporate-governance/downloads/.

As required under Section 92(3) read with Section 134(3)(a) of the Companies Act 2013the draft Annual Return of the Company for the Financial Year ended March 31 2022 isuploaded on the website of the Company on weblinkhttp://www.rishiroop.in/investors/corporate-governance/downloads/. The final Annual Returnshall be uploaded in the same web link after the said Return is filed with the Registrarof Companies Mumbai within the statutory timelines.

SECRETARIAL STANDARDS

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

Maintenance of cost records as specified by the Central Government under Section 148(1)of the Companies Act 2013 is required and accordingly such accounts and records aremade and maintained by the Company.

OTHER STATUTORY DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of thefollowing matters as there were no transactions during the year under review:

• There has been no change in the nature of business of the Company

• Issue of equity shares with differential rights as to dividend voting orotherwise

• Issue of employee stock options or sweat equity shares

• There is no proceeding pending under the Insolvency and Bankruptcy Code 2016

• There was no instance of onetime settlement with any Bank or FinancialInstitution

• Your Company is not identified as a ‘Large Corporate' as per the frameworkprovided in SEBI Circular No. SEBI/HO/DDRS/CIR/P/2018/144 dated 26 November 2018 and yourCompany has not raised any funds by issuance of debt securities.

POLICIES

Updated policies as per the statutory requirements are uploaded on website of theCompany at: https://www.rishiroop.in/investors/corporate-governance/policies/.

TDS ON DIVIDEND

Pursuant to Finance Act 2020 dividend income is taxable in the hands of shareholderswith effect from April 1 2020 and the Company is required to deduct tax at source fromdividend paid to shareholders at the prescribed rates. For the prescribed rates forvarious categories please refer to the Finance Act 2020 and the amendments thereof. Theshareholders are requested to update their PAN with the Depository Participant (if sharesheld in electronic form) and Company / Registrars - Link Intime India Private Limited (ifshares held in physical form).

A Resident individual shareholder with PAN and who is not liable to pay income tax cansubmit a yearly declaration in Form No. 15G / 15H to avail the benefit of non-deductionof tax at source by e-mail to investor@rishiroop.com. Shareholders are requested to notethat in case their PAN is not registered the tax will be deducted at a higher rate of20%.

Non-resident shareholders [including Foreign Institutional Investors (FIIs) / ForeignPortfolio Investors(FPIs)] can avail beneficial rates under tax treaty between India andtheir country of tax residence subject to providing necessary documents i.e. No PermanentEstablishment and Beneficial Ownership Declaration Tax Residency Certificate Form 10Fany other document which may be required to avail the tax treaty benefits. For thispurpose the shareholder may submit the above documents (PDF / JPG Format) by e-mail toinvestor@rishiroop.com.

ACKNOWLEDGEMENTS

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: 20.05.2022 Chairman
DIN : 00002704
Registered Office:
W-75(A) & W-76(A) MIDC Industrial Area
Satpur Nasik - 422007
CIN - L25200MH1984PLC034093

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