Ritesh Properties & Industries Ltd.
|BSE: 526407||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE299D01014|
|BSE 00:00 | 23 May||18.00||
|NSE 05:30 | 01 Jan||Ritesh Properties & Industries Ltd|
Ritesh Properties & Industries Ltd. (RITESHPROP) - Director Report
Company director report
To The Members
Your Directors have pleasure in presenting the 31st Annual Report together with theAudited Statement of Accounts of the Company for the year ended 31st March 2018.
FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE
During the year under review your company's operating and other income was of Rs.4757.69 lakh (previous year Rs. 5033.94 lakh). The company has earned a profit after taxof Rs. 142.58 lakh (Previous year profit after tax of Rs 202.10 lakh) during the periodunder review.
INFORMATION ON STATE OF COMPANY'S AFFAIR
The Company has started its journey in the year 1987 with manufacturing cultivatingbuying selling procuring or dealing in agricultural products as its main activity. TheCompany has diversified its business in due course of time and entered in the real estatebusiness and presently Company is mainly engaged in real estate activities.
The Board has not recommended any dividend during the year under review. The profitsshall be retained in the business for further growth and future projects to be taken bythe company in the near future. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION ANDPROTECTION FUND Since there was no dividend declared and paid last year the provisions ofSection 125 of the Companies Act 2013 hence is not applicable on the company
TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT 2013
Profits of current year have been transferred to Reserves & Surplus.
CHANGES IN SHARE CAPITAL
There is no change in the Share capital of the company
during the Financial Year 2017-18.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The details in respect of internal financial control and their adequacy are included inthe Management Discussion & Analysis Report which forms part of this report.
PARTICULARS OF LOAN GUARANTEES AND INVESTMENTS UNDER SECTION 186
Loans Guarantees and Investments under section 186 of the Companies Act 2013 form thepart of the Notes to the financial statements provided in this annual report.
i) Statutory Auditors
At the Annual General Meeting held on 25th September 2014 M/s S.M. Mathur & Co.Chartered Accountants New Delhi were appointed as Statutory Auditors of the Company tohold the office till the conclusion 32nd AGM of the company in terms of provisions ofsection 139(1) of the Companies Act 2013. The Appointment of Statutory Auditors shall beplaced for ratification at every general meeting. Accordingly the appointment of M/s S.M.Mathur & Co. as Statutory Auditor is placed for ratifications by the members.
ii) Secretarial Auditors
B.K Gupta & Associates Company SecretariesLudhiana has been appointed asSecretarial Auditors of the company by board to conduct the secretarial audit for thefinancial year 2017-18.
iii) Internal Auditors
M/s Ashok Shashi & Co. Chartered Accountant
has been appointed as an Internal Auditor of the company under section 138 of CompaniesAct 2013 to conduct internal audit of functions and activities of the company.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Pursuant to Section 197(12) of the Act read with rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 amended from time totime every listed company required to disclose information related to remuneration paidduring the year. The detailed information in this regard is appended as "AnnexureI" to this Board Report.
RELATED PARTY TRANSACTIONS All contracts / arrangements / transactions entered by theCompany during the financial year with related parties were in the ordinary course ofbusiness and on an arm's length basis. The Board of Directors has adopted Related PartyTransaction Policy and the same is available on following link http://www. http:/ /riteshindustries.us/related-party-transaction- policy.pdf
The Company is committed to provide the best services to the shareholders/ investors.M/s Skyline Financial Services Private Limited New Delhi is working as Registrars andShare Transfer Agents (RTA) of the Company for transfer dematerialization of shares andother investor related services. No correspondence/enquiryfromany shareholder investorarepending 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 appended as"Annexure II" to this Board Report.
EXTRACT OF ANNUALRETURN IN FORM MGT-9 AS PERTHEREQUIREMENTOFSECTION 92(3) SECTION134(3) (a) AND RULE 11 OF THE COMPANIES (MANAGEMENT AND 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-III.
DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL
In accordance with provisions of Articles of Association of the Company Sh. VirenderJit Singh Billing is liable to retire by rotation at the ensuing Annual General Meetingand being eligible offers himself for re-appointment. The Board of Directors recommendedhis appointment for consideration of the members at the forthcoming Annual generalMeeting.
DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS UNDER SECTION 149(6) OF THECOMPANIES ACT 2013
Presently the Company have Four Independent Directors namely Sh. Surendar Kumar SoodSh. Gurpreet Singh Brar Ms. Shweta Sehgal & Sh. Rohit Kumar Maggu who have givendeclaration that they meet the eligible criteria of independence as provided insub-section (6) of 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 2017-18 under review 5 meetings of Board of Directors 4Meetings of Audit Committee 12 meetings of Stakeholders Relationship Committee and 1meeting of Nomination and Remuneration Committee of the Company were held. Detailedinformation about the meetings is given in corporate governance report which forms thepart of Annual Report.
RISK MANAGEMENT POLICY
The Board of Directors of your Company in its meeting held on 14.11.2014 adopted theRisks Management Policy. The policy establishes the process for the management of riskfaced by Ritesh Properties and Industries 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 Propertiesand Industries Limited.
The policy on Risk Management as approve by the Board may be accessed on the Company'swebsite at the link: http://www . http://riteshindustries.us/risk-management-policy.pdf.
EVALUATION BY BOARD OF ITS OWN PERFORMANCE ITS COMMITTEE AND INDIVIDUAL DIRECTORS WITHREFERENCE TO SECTION 134 (3) (p) OF THE COMPANIES ACT2013
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 the Executive Directors and NonExecutive Directors inthere separate meeting held son 31.03.2018 at the Registered officeof the Company.
DISCLOSURE ON THE NOMINATION AND REMUNERATION POLICY OF THE COMPANY PURSUANT TO SECTION134(3) (e) AND SECTION 178(3)
Pursuant to Section 178 of the Companies Act 2013 and SEBI (Listing Obligation andDisclosure Requirements) Regulations 2013 the company has a duly constituted Nominationand Remuneration Committee. The Committee has framed adopted "Nomination &Remuneration Evaluation Policy" as required under various acts applicable on thecompany. The said policy is attached with the Board Report as per "Annexure IV".
Pursuant to Section 177 of the Companies Act 2013 and Regulation 18 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Company has a dulyconstituted Audit Committeewhose primary objectives are 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 Audit Committee comprised of Sh. Surendar Kumar Sood (Chairman) Sh. Roop KishoreFathepuriya (Member) Sh. Gurpreet Singh Brar (Member). The composition of the AuditCommittee consists of independent Directors viz. Sh. Surendar Kumar Sood and Sh. GurpreetSingh Brar who form the majority. The Committee met four times during the year thedetails of which are given in the Corporate Governance Report that forms part of thisAnnual Report.
DISCLOSURE IN RELATION TO WHISTLE BLOWER POLICY/ VIGIL MECHANISM
Pursuant to Section 177 of the Companies Act 2013 read with applicable rules andRegulation 22 of the SEBI (Listing Obligation and Disclosure Requirement) Regulations2015 the company has formulated the whistle blower policy for vigil mechanism fordirectors and employees of the company and adopted the Vigil Mechanism Policy incompliance with both Companies Act 2013 and SEBI (LODR) Regulations 2015.The Policy isformulated to provide opportunity to employees and directors to report to managementconcerns about unethical behavior actual or suspended fraud or violation of the Code ofconduct or policy. The mechanism provides for adequate safeguards against victimization ofemployees and directors who express their concerns and also provides for direct access toChairman/ Chairman of Audit Committee in exceptional cases. The policy is applicable toall 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.
CORPORATE GOVERNANCE REPORT
Pursuant to Regulation 34 of SEBI(Listing Obligations and Disclosure Requirements)Regulations2015 the report on Corporate Governance together with Auditor's Certificate oncompliance with this regard and Managing Director's declaration in this regardingcompliance of code of conduct by Board Members and Senior Management Personnel is attachedand forms part of this Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report as required under the SEBI (ListingObligations and Disclosure Requirements) Regulations2015 with the Stock Exchange isannexed and forms part of this Annual Report.
SECRETARIAL AUDIT REPORT
Secretarial Audit Report in format MR-3 by M/s. B.K Gupta & Associates SecretarialAuditor is annexed with the Board Report. Secretarial Audit Report is annexed herewith as"Annexure V".
DIRECTORS RESPONSIBILITY 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
Auditors' 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 right as to dividend voting or otherwise.
3. Issue of shares with including sweat equity shares to employees of the company underany scheme.
4. SEBI vide its order dated: 13.01.2016 has restrained the company form accessing thesecurities market and further prohibits them from buying selling or otherwise dealing insecurities directly or indirectly or being associated with the securities market in anymanner whatsoever for the period of three years and an appeal has been filed withSecurities Appellate Tribunalwhere on August 31st2018 decision was taken by the Tribunalto restrict the restraint order imposed on the appellants.
Director further states that during the year under review there was no case filedpursuant to sexual Harassment of Women at the workplace your (PreventionProhibition &Redressal) Act2013.
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 the Company's valuedcustomers for the support and confidence reposed by them in the organization and thestakeholders for their continued co-operation and support to the company and look forwardto 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.
For and on behalf of the Board For Ritesh Properties and Industries Limited