Your Directors have the pleasure in presenting the 38th Annual Report of the Companytogether with the Audited Accounts for the year ended 31st March 2020.
Amount (Rs. In Lakh)
|Particulars ||2019-20 ||2018-19 |
|Operating and other income ||4375.33 ||4087.45 |
|Profit/(Loss) before ||70.54 ||40.93 |
|Depreciation || || |
|Less: Depreciation ||39.37 ||35.61 |
|Profit/(Loss) for the after exceptional extraordinary items and before tax ||31.17 ||5.32 |
|Profit/(Loss) for the year after tax ||31.17 ||5.32 |
FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE
During the year under review your company s operating and other income increased byabout 9%. The company has earned a profit of Rs. 31.17 lakh as compared to previous yearof profit Rs 5.32 lakh during the period under review. Presently Company is working intwo divisions which are Stearic Acids & Other Non-Edible Oils Division and KnitwearDivision. The Company has made sales of Rs. 3611.04 lakh from stearic acids & othernon-edible oils (Previous year Rs. 3449.99 lakh) and sale of garments Rs. 754.36 lakh(Previous year Rs. 531.67 lakh) during the year under review.
INDIAN ACCOUNTING STANDARDS (Ind AS)
The Financial Results for the year 2019-20 have been prepared in accordance with IndAS prescribed under Section 133 of the Companies Act 2013 read with the relevant rulesissued there under and the other recognized accounting practices and policies to theextent applicable. The Financial Results for all the periods of 2019-20 presented havebeen prepared in accordance with Ind AS.
INFORMATION ON STATE OF COMPANY'S AFFAIRS
The Company is manufacturing Stearic Acid& Glycerin for its ultimate use by Rubberand PVC industry. The company is working hard to increase the market share of itsproducts.
Knitwear Division of Company is also improving its sales. Sale of garments is Rs.754.36 Lakh as compared to previous year sale of Rs. 531.67 Lakh that is increase of 41.88% from the last year. Company is now in process of further increase in the sale of itsknitwear division in coming years.
The Board has not recommended any dividend due to meagre profits during the year underreview.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
Since no dividend was declared in the last year the provisions of Section 125 of theCompanies Act 2013 does not apply.
CHANGES IN SHARE CAPITAL
There is no change in the Share capital of the company during the Financial Year2019-20.
PARTICULARS OF LOAN GUARANTEES AND INVESTMENTS UNDER SECTION 186
During the year underreview Company has not given any loan or Guarantee or providessecurity in connection with a loan to any other body corporate and person.
I) Statutory Auditors
M/s Bhushan Aggarwal & Co Chartered Accountants (FRN: 005362N) were appointed asstatutory auditors under Section 141 of the Companies Act 2013 and the Rules framedthereunder for the next financial year and their term had commenced from 37th AnnualGeneral Meeting Till the conclusion of 42nd Annual General Meeting.
ii) Secretarial Auditors
M/s Rajeev Bhambri & Associates Companies Secretaries were appointed asSecretarial Auditors of the company by board of directors to conduct the secretarial auditfor the financial year 2019-20. The Board of directors has appointed M/s Bhambri &Associates Company Secretaries as Secretarial Audit of the company for the financial year2020-21.
iii) Internal Auditors
M/s N. Mohan & Associates & Co. Chartered Accountants was serving as anInternal Auditors of the company till 13.03.2020 and thereafter M/s Garg Madaan &Associates Chartered Accountants were appointed by the board of director of the companyto conduct internal audit of functions and activities of the company under section 138 ofCompanies Act 2016.
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 the detail ofremuneration paid during the year. The detailed information in this regard is annexed tothis report as "Annexure I".
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-https://www.riteshinternationalltd.com/wp-content/uploads/2020/03/Investor-Services-4.pdfFurther 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: AOC-2 for your 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 Act 2013read with Rule 8(3) of the Companies (Accounts) Rules 2014 is annexed to this report as"Annexure III".
EXTRACT OF ANNUAL RETURN IN FORM MGT-9 AS PER THE REQUIREMENT OF SECTION 92(3) SECTION134(3) (a) AND RULE 11 OF THE COMPANIES (MANAGEMENT AND ADMINISTRATION) RULES 2014
As required under Section 134(3)(a) of the Act the Annual Return is put up on theCompany s website and can be accessed at https://www.riteshinternationalltd.com/wp-content/uploads/2020/08/Annual-Return-FY-2018-19.pdf.pdf
Extracts of the Annual return in form MGT 9 for the FY 2019-20 can be accessed at https://www.riteshinternationalltd.com/wp-content/uploads/2020/08/MGT-9-FY-2019-20-signed.pdf
DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
The Company has no Subsidiary/Joint Venture or Associate companies.
DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
1. Sh. Rajiv Arora (DIN: 00079838) Chairman-cum-Managing Director (Executive Director)of the company has completed his term of Five years and is eligible to be re-appointed asManaging Director of the company for another period / term of five years w.e.f. 01.08.2020in the ensuing annual general meeting of the company.
2. Sh. Rijul Arora (DIN: 07477956) Executive Director retires by rotation and beingeligible offers himself for reappointment.
3. Ms. Heena (DIN: 08308511) Non-Executive Independent Director was appointed as anadditional director on 21/12/2018 and had been appointed as Independent Director in thelast Annual General Meeting held on 28/09/2019.
4. Mr. Raghu Nath Nayyar (DIN: 01004154) Non-Executive Independent Director completedhis term of five years w.e.f. 28.09.2019 and was subsequently re-appointed for a furtherperiod /term of five years w.e.f.28.09.2019.
5. Ms. ReetaChallana (DIN:07303169) Non-Executive Independent Director of the companyhas completed her term of Five years and is eligible to be re-appointed as Non-ExecutiveIndependent Director of the company for another period / term of five years w.e.f.01.10.2020 in the ensuing annual general meeting of the company.
DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS UNDER SECTION 149 OF THE COMPANIESACT 2013
Presently the Company has three Independent Directors namely Sh. Raghu Nath Nayyar Ms.Heena and Ms. ReetaChallana who have given declaration that they meet the eligiblecriteria of independence as provided in sub- section (6) of Sec 149 of the Companies Act2013.
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 2019-20 board of directors duly met eleven (11) times.Further a complete detail of board meetings and committee meetings of the companymentioned in 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 maximizeopportunities in all activities and to minimize adversity. This policy applies to allactivities and processes associated with the normal operations of Ritesh InternationalLimited.
The policy on Risk Management as approved by the Board may be accessed on the Company swebsite at: https://www.riteshinternationalltd.com/wp-content/uploads/2020/03/Investor-Services-5.pdf
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 andNon-Executive Directors vide there separate meeting held on 10/02/2020 at the RegisteredOffice of the Company.
Pursuant to the provisions of Section 177 of Companies Act 2013 and Regulation 18 ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the company hasconstituted Audit Committee of the company is with the objective to monitor supervise andeffective management of company s finance to ensure effective internal financial controlsand risk management systems with high level of transparency and accuracy. The requiredinformation of the committee is given in the Corporate Governance Report that forms partof this Report
DISCLOSURE ON THE NOMINATION AND REMUNERATION POLICY OF THE COMPANY PURSUANT TO SECTION134(3) (e) AND SECTION 178(3) OF THE COMPANIES ACT 2013
Pursuant to the provisions of Section 178 of Companies Act 2013 and Regulation 19 ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Company hasadopted Nomination & Remuneration Policy for Directors KMP and Senior ManagementPersonnel. The said policy is attached with the Board Report as per "AnnexureIV".
DISCLOSURE IN RELATION TO VIGIL MECHANISM
In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Policy is formulated to provide opportunity to employees and directors toreport to management concerns about unethical behavior actual or suspended fraud orviolation of the Code of Conduct or policy. The mechanism provides for adequate safeguardsagainst victimization of employees and directors who express their concerns and alsoprovides for direct access to Chairman/ Chairman of the Audit Committee in exceptionalcases. The policy is applicable to all employees and directors of the Company. The Policyon vigil mechanism and whistle blower policy as approved by the Board may be accessed onthe Company s website at: https://www.riteshinternationalltd.com/wp-content/uploads/2020/07/vigil-mechanism-policy-signed.pdf
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
As required under Regulation 34 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Management Discussion and Analysis Report is enclosedas a part of this annual report.
SECRETARIAL AUDIT REPORT
Secretarial Audit Report by M/s Rajeev Bhambri & Associates Secretarial Auditorsis annexed with the Board Report. Secretarial Audit Report is annexed herewith as "AnnexureV".
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 applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) They had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of the financial year and of the profitand loss of the company for that period;
(c) They 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) They had prepared the annual accounts on a going concern basis; and
(e) They had laid down internal financial controls to be followed by the company andthat such internal financial controls are adequate and were operating effectively.
(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 Directors 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.
Details relating to Deposits covered under Chapter V of the Act.
Issue of Equity Shares with Differential Rights as to dividend voting orotherwise.
Issue of shares with including sweat equity shares to employees of the companyunder any scheme
No significant or material order was passed by the Regulators or Courts orTribunals which impact the going concern status and company s operation in the future.
During the year under review there were no case filed pursuant to SexualHarassment 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
1108/1 Tagore Nagar Civil Lines Ludhiana 141001