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Ritesh International Ltd.

BSE: 519097 Sector: Industrials
NSE: N.A. ISIN Code: INE534D01014
BSE 00:00 | 20 May 37.90 1.80
(4.99%)
OPEN

37.90

HIGH

37.90

LOW

37.90

NSE 05:30 | 01 Jan Ritesh International Ltd
OPEN 37.90
PREVIOUS CLOSE 36.10
VOLUME 3275
52-Week high 66.45
52-Week low 26.75
P/E 8.71
Mkt Cap.(Rs cr) 32
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 37.90
CLOSE 36.10
VOLUME 3275
52-Week high 66.45
52-Week low 26.75
P/E 8.71
Mkt Cap.(Rs cr) 32
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Ritesh International Ltd. (RITESHINTL) - Director Report

Company director report

Dear Members

Your Directors have the pleasure in presenting the 39th Annual Reportof the Company together with the Audited Accounts for the year ended 31 March 2021.

FINANCIAL RESULTS

Amount (Rs. In Lakh)

Particulars 2020-21 2019-20
Operating and other income 7489.56 4375.33
Profit/(Loss) before Depreciation 254.59 70.54
Less: Depreciation 43.92 39.37
Profit/(Loss) for the after exceptional extraordinary items and before tax 210.67 31.17
Profit/(Loss) for the year after tax 203.17 31.17

FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE

During the year under review your company's operating and otherincome increased by about 71.53 %. The company has earned a profit of Rs. 203.17 lakh ascompared to previous year of profit Rs 31.17 lakh during the period under review.

Presently Company is working in two divisions which are Stearic Acids& Other Non-Edible Oils Division and Knitwear Division. The Company has made sales ofRs. 6569.73 lakh from stearic acids & other non-edible oils (Previous year Rs. 3611.04lakh) and sale of garments Rs. 918.37 lakh (Previous year Rs. 754.36 lakh) during the yearunder review.

INDIAN ACCOUNTING STANDARDS (Ind AS)

The Financial Results for the year 2020-21 have been prepared inaccordance with Ind AS prescribed under Section 133 of the Companies Act 2013 read withthe relevant rules issued there under and the other recognized accounting practices andpolicies to the extent applicable. The Financial Results for all the periods of 2020-21presented have been prepared in accordance with Ind AS.

INFORMATION ON STATE OF COMPANY'S AFFAIRS

The Company is manufacturing Stearic Acid& Glycerin for itsultimate use by Rubber and PVC industry. The company is working hard to increase themarket share of its products.

Knitwear Division of Company is also improving its sales. Sale ofgarments is Rs. 918.37 Lakh as compared to previous year sale of Rs. 754.36 Lakh that isincrease of 21.74 % from the last year. Company is now in process to further increase thesale of its Knitwear division in coming years.

DIVIDEND

The Board has not recommended any dividend due to meagre profits duringthe year under review.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTIONFUND

Since no dividend was declared in the last year the provisions ofSection 125 of the Companies Act 2013 does not apply.

CHANGES IN SHARE CAPITAL

There is no change in the Share capital of the company during theFinancial Year 2020-21.

PARTICULARS OF LOAN GUARANTEES AND INVESTMENTS UNDER SECTION 186

During the year under review Company has not given any loan orGuarantee or provides security in connection with a loan to any other body corporate andperson.

AUDITOR'S

1) Statutory Auditors

M/s Bhushan Aggarwal & Co Chartered Accountants (FRN: 005362N)were appointed as statutory auditors under Section 141 of the Companies Act 2013 and theRules framed thereunder for the next financial year and their term had commenced from37" Annual General Meeting Till the conclusion of 42"4 Annual General Meeting.

ii) Secretarial Auditors

M/s Bhambri & Associates Companies Secretaries were appointed asSecretarial Auditors of the company by board of directors to conduct the secretarial auditfor the financial year 2020- 21 and the Board of Directors have appointed M/s Bhambri& Associates Company Secretaries as Secretarial Auditors of the company for thefinancial year 2021-22 and onwards. iii) Internal Auditors GARG MADAAN & ASSOCIATES(bearing PAN: AATFGO396G and Registration Number: 032937N) were appointed by the board ofdirector of the company to conduct internal audit of functions and activities of thecompany under section 138 of Companies Act 2016. They have been further re-appointed forthe Financial Year 2021-22.

PARTICULARS OF EMPLOYEES

Pursuant to Section 197(12) of the Act read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the detailof remuneration paid during the year. The detailed information in this regard is annexedto this report as “Annexure I”.

RELATED PARTY TRANSACTIONS

All contracts / arrangements / transactions entered by the Companyduring the financial year with related parties were in the ordinary course of business andon an arm's length basis. The Board of Directors of the Company has adopted RelatedParty Transaction Policy and the same is available on the following link: https:/Awww.riteshinternationalltd.com/wp-content/uploads/2020/03/Investor-Services-4. pdf

Further all the necessary details of transaction entered with therelated parties as defined under Section 188 of the Companies Act as defined underSection 2 (76) of the said Act are attached herewith in Form: AOC-2 for your informationas “Annexure II”.

INVESTOR SERVICES

The Company is committed to provide the best services to theshareholder/investors. M/s Skyline Financial Services Private Limited New Delhi isworking as Registrars and Share Transfer Agents (RTA) of the Company for transferdematerialization of shares and other investor related services. No correspondence/enquiry from any shareholder/investor is pending with the company for reply.

DETAILS AND INFORMATION AS REQUIRED UNDER SECTION 134(3)(I) OF THECOMPANIES ACT 2013

No material changes and commitments have taken place between the end ofthe financial year of the Company to which balance sheet relates and date of report whichaffects the financial position of the Company.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

The information pertaining to conservation of energy technologyabsorption and Foreign exchange Earnings and outgo as required under Section 134(3)(m) ofthe Companies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 isannexed to this report as “Annexure III”.

ANNUAL RETURN AS PER THE REQUIREMENT OF SECTION 92(3) SECTION 134(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 isput up on the Company's website and can be accessed at: https :/Awww.riteshinternationalltd.com/wp-content/uploads/2021/06/Annual-Return-Ritesh-International-2019-20-for-website. 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. Mr. Rajiv Arora (DIN: 00079838) Chairman-cum-Managing Director (ExecutiveDirector).

2. Mr. Rijul Arora (DIN: 07477956) Wholetime Director retires by rotation and beingeligible offers himself for reappointment.

3. Mr. Rijul Arora is also serving in the capacity as CFO of the Company.

4. Ms. Heena (DIN: 08308511) Non-Executive Independent Director had resigned from theCompany w.e.f. 30.06.2021.

5. Mr. Raghu Nath Nayyar (DIN: 01004154) Non-Executive Independent Director.

6. Mrs. ReetaChallana (DIN: 07303169) Non-Executive Independent Director her tenureended w.e.f. 30.09.2020.

7. Mrs. Kajal Rai (DIN: 07366983) was appointed by the Company as Additional (Non-Executive & Independent) Director of the Company w.e.f. 01.10.2020 and a resolutionfor regularization shall be put for approval of the shareholders in the ensuing AGM.

8. Ms. Komal Bhalla (DIN: 09106916) was appointed by the Company as Additional (Non-Executive & Independent) Director of the Company w.e.f. 30.04.2021 and a resolutionfor regularization shall be put for approval of the shareholders in the ensuing AGM.

9. Mr. Ritesh Arora (DIN: 0080156) was appointed by the Company as Additional (Non-Executive) Director of the Company w.e.f. 12.12.2020 and a resolution for regularizationshall be put for approval of the shareholders in the ensuing AGM.

10. Ms. Neha Chhabra is the Company Secretary cum Compliance Officer of the Company

DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS UNDER SECTION 149OF THE COMPANIES ACT 2013

Presently the Company has four Independent Directors namely Sh. RaghuNath Nayyar Ms. Heena* Mrs. Kajal Rai and Ms. Komal Bhalla who have given declarationthat they meet the eligible criteria of independence as provided in sub- section (6) ofSec 149 of the Companies Act 2013.

*Resigned w.e.f. 30.06.2021

STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITHREFERENCE TO THE FINANCIAL STATEMENTS

The Company has in place adequate internal financial controls withreference to financial statements. During the year such controls were tested and noreportable material weaknesses in the design or operation were observed.

NUMBER OF MEETINGS

During the Financial year 2020-21 board of directors duly met eleven(11) times. Further a brief 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 on30.05.2014 adopted the Risks Management Policy. The policy establishes the process for themanagement of risk faced by Ritesh International Limited. The aim of risk management is tomaximize opportunities in all activities and to minimize adversity. This policy applies toall activities and processes associated with the normal operations of Ritesh InternationalLimited.

The policy on Risk Management as approved by the Board may be accessedon the Company's website at: https:/Awww.riteshinternationalltd.com/wp-content/uploads/2020/03/Investor-Services-5. pdf

EVALUATION BY BOARD OF ITS OWN PERFORMANCE ITS COMMITTEE ANDINDIVIDUAL DIRECTORS WITH REFERENCE TO SECTION 134 (3) (p) OF THE COMPANIES ACT 2013

Pursuant to the above said provisions of the Companies Act 2013 theBoard has carried out an evaluation of its own performance directors individually as wellas the evaluation of the committees as per the criteria laid down in the NominationRemuneration Evaluation policy. Further the Independent directors have also reviewed theperformance of the Non-Independent Directors and Board as a whole including reviewing theperformance of the Chairperson of the company taken into account the views of an ExecutiveDirectors and Non-Executive Directors vide there separate meeting held on 10/02/2021 atthe Registered Office of the Company.

AUDIT COMMITTEE

Pursuant to the provisions of Section 177 of Companies Act 2013 andRegulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015the company has constituted Audit Committee of the company is with the objective tomonitor supervise and effective management of company's finance to ensure effectiveinternal financial controls and risk management systems with high level of transparencyand accuracy. The required information of the committee is given in the CorporateGovernance Report that forms part of this Report

DISCLOSURE ON THE NOMINATION AND REMUNERATION POLICY OF THE COMPANYPURSUANT TO SECTION 134(3) (e) AND SECTION 178(3) OF THE COMPANIES ACT 2013

Pursuant to the provisions of Section 178 of Companies Act 2013 andRegulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015the Company has adopted Nomination & Remuneration Policy for Directors KMP and SeniorManagement Personnel. The said policy is available athttps:/Awww.riteshinternationalltd.com/wp-content/uploads/2021/08/NR-Policy-scanned-Ritesh-international. pdf

DISCLOSURE IN RELATION TO VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of theCompanies Act 2013 and Regulation 22 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a Vigil Mechanism for directors and employees to reportgenuine concerns has been established.

The Policy is formulated to provide opportunity to employees anddirectors to report to management concerns about unethical behavior actual or suspendedfraud or violation of the Code of Conduct or policy. The mechanism provides for adequatesafeguards against victimization of employees and directors who express their concerns andalso provides for direct access to Chairman/ Chairman of the Audit Committee inexceptional cases. The policy is applicable to all employees and directors of the Company.

The Policy on vigil mechanism and whistle blower policy as approved bythe Board may be accessed on the 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 DisclosureRequirements) Regulations 2015 the report on Corporate Governance together withAuditor's Certificate on compliance with this regard and Managing Director's and CEOdeclaration in this regarding compliance of Code of Conduct by Board Members and Seniormanagement personnel is attached and forms part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Regulation 34 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Management Discussion and Analysis Reportis enclosed as a part of this annual report.

SECRETARIAL AUDIT REPORT

Secretarial Audit Report by M/s Bhambri & Associates SecretarialAuditors is annexed with the Board Report. Secretarial Audit Report is annexed herewith as“Annexure IV”. Also annexed as “Annexure V” is the Certificate ofNon-disqualification of Directors for the Financial Year ended 31% March 2021.

DIRECTORS RESPONSIBILTY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 the Board ofDirectors of the Company 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;

They had taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of thecompany and for preventing and detecting fraud and other irregularities;

They had prepared the annual accounts on a going concern basis; and

They had laid down internal financial controls to be followed by the company and thatsuch internal financial controls are adequate and were operating effectively.

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

Auditors Report on the accounts is self- explanatory and does notcontain any qualifications reservations or adverse remarks.

GENERAL DISCLOSURE

Your Directors state that no disclosure or reporting is required inrespect of the following items as there were no transactions on these items during theyear under review.

Details relating to Deposits covered under Chapter V of the Act.

Issue of Equity Shares with Differential Rights as to dividend voting or otherwise.

Issue of shares with including sweat equity shares to employees of the company underany scheme

No significant or material order was passed by the Regulators or Courts or Tribunalswhich impact the going concern status and company's operation in the future.

During the year under review there were no case filed pursuant to Sexual Harassment ofWomen at workplace (Prevention Prohibition & Redressal) Act 2013.

ACKNOWLEDGEMENTS

Your Directors wish to express their grateful appreciation for thevaluable support and co- operation received from sub-brokers business associatesvendors bankers financial institutions investors stakeholders registrar and sharetransfer agent other business affiliates 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 appreciationfor the devoted services of the employees during the period under review.

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