Your Directors have the pleasure in presenting the 35
Annual Report of the Company together with the Audited
Accounts for the year ended 31 March 2017.
| || |
Amount (Rs. In Lakh)
|Particulars ||2016-2017 ||2015-2016 |
|Operating and other income ||2155.20 ||2206.62 |
|Profit/(Loss) before Depreciation ||54.43 ||10.57 |
|Less: Depreciation ||30.16 ||29.68 |
|Profit/(Loss) after Depreciation ||24.27 ||(19.11) |
|Profit for the year after exceptional extraordinary items and tax ||31.84 ||0.60 |
FINANCIAL PERFORMANCE WITH RESPECT TO
During the year under review your company's operating and other income was Rs.2155.20lakh as compared to previous year of Rs. 2206.62 lakh. The company has earned a profit ofRs. 31.84 lakh as compared to Previous year of profit Rs 0.60 lakh during the period underreview. Presently Company is working in two divisions which are Stearic Acids & othernon edible oils division and Knitwear division. The Company has made sales of Rs. 1953.95lakh from stearic acids & other non edible oils (Previous year Rs. 2216.74 lakh) andsale of garments Rs. 387.62 lakh (Previous year Rs. 200.65 lakh) during the year underreview.
INFORMATION ON STATE OF COMPANY'S AFFAIRS
The Company has started its journey in the year 1981 with manufacturing of Stearic Acid(All Grades) Glycerin and others. The ultimate users of their products are Rubber andPVC industries. The company is trying its best to increase the market share of itsproducts and to economize its production. Company is now focusing on the Knitwear Divisiontoo. As company has income from sale of garment is Rs. 387.62 Lakh as compared to previousyear income of Rs. 200.65 Lakh that is increased by 48.23% from the last year. So companyis now in process to increase the market share of its knitwear division in coming years.
The Board has not recommended any dividend due to
inadequate profits during the year under review.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR
EDUCATION AND PROTECTION FUND
Since there was no dividend declared and paid last year the provisions of Section 125of the Companies Act 2013 does not apply.
TRANSFER TO RESERVES IN TERMS OF SECTION
134 (3) (J) OF THE COMPANIES ACT 2013
Profit of the current year has been transferred to the Reserves and Surplus.
CHANGES IN SHARE CAPITAL
There is no change in the share capital of the company during the Financial Year2016-17.
PARTICULARS OF LOAN GUARANTEES AND
INVESTMENTS UNDER SECTION 186
During F.Y. 2016-17 Company has not given any loan or Guarantee or provides securityin connection with a loan to any other body corporate and person.
I) Statutory Auditors
At the Annual General Meeting held on 27 September
2014 M/s Ashok Shashi & Co. Chartered Accountants
Ludhiana were appointed as Statutory Auditors of the
Company to hold office till the conclusion of 37 AGM of the company in terms ofprovisions of Section 139 of the Companies Act2013.The appointment of Statutory Auditorshall be placed for ratification at every Annual General Meeting. Accordingly theappointment of M/s Ashok Shashi & Co. as statutory auditor is placed for ratificationby the members].
ii) Secretarial Auditors
M/s B.K Gupta & Associates Companies Secretaries Ludhiana has been appointed asSecretarial Auditors of the company by board of director in their meeting held on30.05.2016 to conduct the secretarial audit for the financial year 2016-17.
iii) Internal Auditors
M/s N. Mohan & Associates & Co. Chartered Accountants who was appointed as anInternal Auditors of the company under section 138 of Companies Act 2013 w.e.f.01.02.2016 by the board of director of the company in their meeting held on 12.02.2016 toconducted internal audit of functions and activities of the company.
PARTICULARS OF EMPLOYEES
Pursuant to Section 197(12) of the Act read with rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 every listed companyrequired to disclose information related to remuneration paid during the year. Thedetailed information in this regard is annexed to this report as "AnnexureI".
RELATED PARTY TRANSACTIONS
All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis. The Board of Directors of the Company has adopted Related Party Transaction Policyand the same is available on the following link- http://www.riteshinternationalltd.com/read_pdf.phpp_id=77.
Further all the necessary details of transaction entered with the related parties asdefined under Section 188 of the Companies Act as defined under Section 2 (76) of thesaid Act are attached herewith in form No.AOC-2 for your kind perusal and information as "AnnexureII".
The Company is committed to provide the best services to the shareholder/investors. M/sSkyline Financial Services Private Limited New Delhi is working as Registrars and ShareTransfer Agents (RTA) of the Company for transfer dematerialization of shares and otherinvestor related services. No correspondence/ enquiry from any shareholder/investor ispending with the company for reply.
DETAILS AND INFORMATION AS REQUIRED UNDER
SECTION 134(3) (L) OF THE COMPANIES ACT 2013
No material changes and commitments have taken place between the end of the financialyear of the Company to which balance sheet relates and date of report which affects thefinancial position of the Company.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pertaining to conservation of energy technology absorption and ForeignExchange Earnings and Outgo as required under Section 134 (3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is annexed to this reportas "Annexure III". EXTRACT OF ANNUAL RETURN IN FORM MGT-9 AS PER THEREQUIREMENT OF SECTION92(3)SECTION 134(3) (a) AND RULE 11 OF THE C O M P A N I E S ( M AN A G E M E N T A N D ADMINISTRATION) RULES 2014
In compliance with the above said provisions the extract of the Annual Return have beenannexed with the Board's Report in form MGT-9 as Annexure-IV.
DETAILS OF SUBSIDIARY/JOINT VENTURES/
The Company has no Subsidiary/Joint Venture or
DETAILS OF DIRECTORS AND KEY MANAGERIAL
1. Ritesh Arora (DIN 00080156) director of the company was also a Chief FinancialOfficer (CFO) of the company has been resigned from the post of CFO w.e.f. 01.04.2016.
2. Ritesh Arora (DIN 00080156) who was designated as Non-Executive Director of thecompany w.e.f. 01.04.2016 has been resigned from the office of the director of the companyw.e.f. 01.07.2016.
3. Sh. Dev Raj Angaria who was earlier appointed as an Additional Director of thecompany in the meeting of the board of the director held on 08.04.2016 has beenregularized by the members in the AGM of the company held on 26.09.2016 during thefinancial year 2016-17. Further Sh. Dev Raj Angaria has been designated as Chief FinancialOfficer of the company w.e.f. 01.04.2016 by the board of director in their meeting held on30.05.2016.
4. Sh. Rijual Arora (DIN 07477956) who was earlier appointed as an additional directorof the company has been regularized by the members as Non- Executive Director in the AGMheld on 26.09.2016 during the financial year 2016-17.
5. Smt. Reeta Challana (DIN 07303169) who was earlier appointed as an additionaldirector by the board of director has been appointed as an Independent Director by themembers in the AGM held on 26.09.2016.
DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS UNDER SECTION 149 OF THE COMPANIESACT 2013
Presently the Company has two Independent Directors namely Sh. Raghu Nath Nayyar andSmt. Reeta Challana who have given declaration that they meet the eligible criteria ofindependence as provided in sub- section (6) of Sec 149 the Companies Act 2013
STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THEFINANCIAL STATEMENTS
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weaknesses in the design or operation were observed.
NUMBER OF MEETINGS
During the Financial year 2016-2017 8 meetings of Board of Directors and 4 Meetings ofAudit Committee of the Company were held. Detailed information about the meetings is givenin corporate governance report which forms the part of Annual Report.
RISK MANAGEMENT POLICY
The Board of Directors of your Company in its meeting held on 30.05.2014 adopted theRisks Management Policy. The policy establishes the process for the management of riskfaced by Ritesh International Limited.
The aim of risk management is to maximize opportunities in all activities and tominimize adversity. This policy applies to all activities and processes associated withthe normal operations of Ritesh International Limited.
The policy on Risk Management as approved by the Board may be accessed on the Company'swebsite at the link: http://www. riteshinternationalltd.com /read_pdf.phpp_id=82.
EVALUATION BY BOARD OF ITS OWN PERFORMANCE ITS COMMITTEE AND INDIVIDUAL DIRECTORS WITHREFERENCE TO SECTION 134 (3) (p) OF THE COMPANIES ACT 2013
Pursuant to the above said provisions of the Companies Act 2013 the Board has carriedout an evaluation of its own performance directors individually as well as the evaluationof the committees as per the criteria laid down in the Nomination Remuneration Evaluationpolicy. Further the Independent directors have also reviewed the performance of theNon-Independent Directors and Board as a whole including reviewing the performance of theChairperson of the company taken into account the views of an Executive Directors and NonExecutive Directors vide there separate meeting held on 31.03.2017 at the RegisteredOffice of the Company.
DISCLOSURE ON THE NOMINATION AND REMUNERATION POLICY OF THE COMPANY PURSUANT TO SECTION134(3) (e) AND SECTION 178(3) OF THE COMPANIES ACT 2013
SEBI vide its notification dated September 02 2015 amended the existing ListingAgreement and bring in force SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 with effect from December 01 2015. So in order to align with theprovisions of Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 Your company has a required Nomination and Remuneration committee withthe requisite terms of the reference as required under Section 178 of the Companies Act2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. The said Committee framed adopted and recommended "Nomination& Remuneration Evaluation Policy" vide its committee meeting dated December 102015. The said policy is attached with the Board Report as per "Annexure V".
SEBI vide its notification dated September 02 2015 amended the existing ListingAgreement and bring in force SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 with effect from December 01 2015. So in order to align with theprovisions of Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and Sec 177 of the Companies Act
2013 company has Audit Committee of the company is with the objective to monitorsupervise and effective management of company's finance to ensure effective internalfinancial controls and risk management systems with high level of transparency andaccuracy.
The Audit Committee comprised of Sh. Raghu Nath Nayyar (Chairman) Sh. Rajiv Arora(Member) and Smt. Reeta Challana (Member). The composition of the Audit Committee consistsof Independent Directors viz. Sh. Raghu Nath Nayyar and Smt. Reeta Challana who form themajority. The Committee met four times during the year the details of which are given inthe Corporate Governance Report that forms part of this Report.
DISCLOSURE IN RELATION TO VIGIL MECHANISM
SEBI vide its notification dated September 02 2015 amended the existing ListingAgreement and bring in force SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 with effect from December 01 2015. So in order to align with theprovisions of Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Board of Directors of the Company in its meeting held on December10 2015 adopted the Vigil Mechanism Policy in compliance of Companies Act 2013. ThePolicy is formulated to provide opportunity to employees and directors to report tomanagement concerns about unethical behavior actual or suspended fraud or violation ofthe Code of Conduct or policy. The mechanism provides for adequate safeguards againstvictimization of employees and directors who express their concerns and also provides fordirect access to Chairman/ Chairman of the Audit Committee in exceptional cases. Thepolicy is applicable to all employees and directors of the Company.
The Policy on vigil mechanism and whistle blower policy as approved by the Board may beaccessed on the Company's website at the link: http://www.riteshinternationalltd.com/read_pdf.phpp_id=27.
CORPORATE GOVERNANCE REPORT
Pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the report on Corporate Governance together with Auditor's Certificateon compliance with this regard and Managing Director's and CEO declaration in thisregarding compliance of Code of Conduct by Board Members and Senior management personnelis attached and forms part of this Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report as required under the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 with the Stock Exchange isannexed and forms part of this Annual Report.
SECRETARIAL AUDIT REPORT
Secretarial Audit Report in format MR-3 by B.K Gupta &
Associates Secretarial Auditors is annexed with the Board Report. Secretarial AuditReport is annexed herewith as
DIRECTORS RESPONSIBILTY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors of theCompany confirms that- (a) In the preparation of the annual accounts the applicableaccounting standards had been followed along with proper explanation relating to materialdepartures; (b) They had selected such accounting policies and applied them consistentlyand made judgements 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) They had taken proper andsufficient care for the maintenance of adequate accounting records in accordance with theprovisions of this Act for safeguarding the assets of the company and for preventing anddetecting fraud and other irregularities; (d) They had prepared the annual accounts on agoing concern basis; and (e) They had laid down internal financial controls to be followedby the company and that such internal financial controls are adequate and were operatingeffectively.
(f) They had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
STATUTORY AUDITOR'S REPORT
Auditor's Report on the accounts is self-explanatory and does not contain anyqualifications reservations or adverse remarks.
Your Director state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review.
1. Details relating to Deposits covered under Chapter V of the Act.
2. Issue of Equity Shares with Differential Rights as to dividend voting orotherwise.
3. Issue of shares with including sweat equity shares to employees of the company underany scheme.
4. No significant or material order were passed by the Regulators or Courts orTribunals which impact the going concern status and company's operation in the futureyour director further state that during the year under review there were no case filedpursuant to Sexual Harassment of Women at workplace (Prevention Prohibition &Redressal) Act 2013.
Your Directors wish to express their grateful appreciation for the valuable support andco-operation received from sub-brokers business associates vendors bankers financialinstitutions investors stakeholders registrar and share transfer agent other businessaffiliates and media. The Board places on record its sincere appreciation towards theCompany's valued customers for the support and confidence reposed by them in theorganization and the stakeholders for their continued co-operation and support to thecompany and look forward to the continuance of this supportive relationship in future.Your Directors also places on record their deep sense of appreciation for the devotedservices of the employees during the period under review.
By Order of the Board For Ritesh International Limited
(Rajiv Arora) Chairman-cum-Managing Director DIN: 00079838 1108/1Tagore Nagar CivilLines Ludhiana-141001
Place: Ludhiana Date : 14.08.2017
Information pursuant to Section 197(12) of the Companies Act 2013 read with Rule 5(1)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
(1) Ratio of the remuneration of each Director/KMP to the median remuneration of allthe employees of the
Company for the financial year:
|Median remuneration of all employees of the Company for the Financial Year 2016-17 ||Rs. 108220 |
|The Percentage increase in the median remuneration of employees in the Financial Year ||29.61 |
|The number of permanent employees on the roll of the Company as on 31st March 2017 ||150 |
|Name of Director ||Remuneration of Director/KMP for Financial Year 2016-17 ||Ratio of Remuneration to median remuneration of all employees ||% increase in remuneration in the Financial Year 2016-17 ||Comparison of the remuneration of the KMP against the performance of the Company |
|Independent Directors || || || || |
|Sh.Raghu Nath Nayyar ||Nil ||N.A. ||Nil ||Nil |
|Smt. Reeta Challana ||Nil ||N.A. ||Nil ||Nil |
|Executive Directors/KMPs || || || || |
|Sh.Rajiv Arora ||1532000 ||14.15 ||2.9 || |
| || || || ||Company has earned a |
|Chairman-Cum- || || || ||profit of Rs. 3183775 |
|Managing Director || || || ||as compared to profit |
|# Sh.Dev Raj Angaria ||356368 ||3.29 ||N . A ||earned in the previous year Rs. 60146. |
|Executive Director & CFO || || || || |
|Smt. Neha Bedi ||227086 ||2.10 ||14.69 || |
|Company Secretary || || || || |
Average percentage increase made in the salaries of employees other than the managerialpersonnel in the last financial year 2015-16 was 50.5% whereas the increase in themanagerial remuneration for the same financial year was 3.22%.
No employee of the company has been drawn remuneration more than One Crore and Two Lakhrupees.
It is hereby affirmed that remuneration paid is as per the remuneration policy of theCompany.
# Sh.Dev Raj Angaria was appointed as an Additional Director and designated as CFO(KMP) of the company w.e.f.
April 1 2016 and for the comparison of the KMP's remuneration against medianremuneration of the employees and last year remunerations Dev Raj Angaria's salary wasnot included because his appointment has been made in the year 2016-17.
By Order of the Board For Ritesh International Limited
sd/- (Rajiv Arora) Chairman-cum-Managing Director
DIN: 00079838 1108/1Tagore Nagar Civil Lines
Place: Ludhiana Date: 14.08.2017
Annexure-II FORM NO. AOC -2 (Pursuant to clause (h) of sub-section (3) of section 134of the Act and Rule 8(2) of the Companies (Accounts) Rules 2014.
Form for Disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub section (1) of section 188 of theCompanies Act 2013 including certain arms length transaction under third proviso thereto.
1. Details of contracts or arrangements or transactions at Arm's length basis.
|Particulars ||Details |
|a) Name (s) of the related party & nature of relationship ||Sh. Rajiv Arora Chairman-cum-Managing Director |
|b) Nature of contracts/arrangements/transaction ||Rent Paid |
|c) Duration of the contracts/arrangements/transaction ||11Months |
|d) Salient terms of the contracts or arrangements or transaction including the value if any ||Company has paid yearly rent of Rs. 699000/- to Sh. Rajiv |
| ||Arora during the year 2016-17. |
|e) Date of approval by the Board ||14/08/2013 |
|f) Amount paid as advances if any || |
|a) Name (s) of the related party & nature of relationship ||Smt. Anita Arora W/o Sh. Rajiv Arora |
| ||Chairman-cum-Managing Director |
|b) Nature of contracts/arrangements/transaction ||Rent Paid |
|c) Duration of the contracts/arrangements/transaction ||1 Year |
|d) Salient terms of the contracts or arrangements or transaction ||Company has paid Monthly rent of Rs.16000/- (Sixteen |
|including the value if any ||Thousand) per month to Smt. Anita Arora w.e.f. 01.01.2016 |
|e) Date of approval by the Board ||31/12/2008 |
|f) Amount paid as advances if any ||Nil |
Annexure - III
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGOA. Conservation of energy: a) The Company has taken steps to conserve the energy to thebest possible extent. b) Total energy consumption and energy consumption per unit ofproduction in respect of industries specified in the schedule thereto are as follows:
|Power & Fuel Consumption ||2016-17 ||2015-16 |
|Electricity || || |
|a) Purchased Unit (KWH) ||19.96 ||18.08 |
|Total Amount (Rs.In Lakh) ||150.94 ||145.00 |
|Rate per Unit (Rs./kwh) ||7.56 ||8.02 |
|b) Own Generation through Diesel Generator || || |
|(Units in Lakh) ||0.37 ||1.27 |
|Diesel Purchased Qty. ||8284 Ltrs. ||28283 Ltrs. |
|Unit (Litres) ||4.50 ||4.50 |
|Cost per Unit (Rs.) ||11.78 ||10.06 |
B. Technology absorption:
The Company has brought and successfully absorbed the conventional technology.
C. Foreign exchange earnings and outgo: a) There were no exports during the year2016-2017 but efforts are being made by the Company to develop export markets for itsproducts.
|B) Total foreign exchange used and earned ||Current Year ||Previous Year |
|Earned ||Nil ||Nil |
|Used ||Nil ||Nil |