Your Directors have pleasure in presenting the 32nd Annual Report togetherwith the Audited Statement of Accounts of the Company for the year ended 31stMarch 2019.
| || |
Amount (Rs in lakh.)
|Particulars ||2018-19 ||2017-18 |
|Revenue from operations ||10474.79 ||4721.56 |
|Other Income ||201.91 ||36.14 |
|Total Income ||10676.70 ||4757.70 |
|Operating Expenses ||10219.46 ||4325.89 |
|Other Expenditure ||339.01 ||504.73 |
|Depreciation and amortization ||26.88 ||26.42 |
|Total Expenses ||10585.35 ||4857.05 |
|Profit/(Loss) before exceptional extraordinary Items ||91.34 ||(99.36) |
|Exceptional Item/ Extraordinary item ||0.00 ||241.94 |
|Profit & (loss) before tax ||91.34 ||142.58 |
|Tax Expense ||0.00 ||0.00 |
|Profit/ (Loss) after tax ||91.34 ||142.58 |
INDIAN ACCOUNTING STANDARDS (IND AS)
Your Company's financial statements for the year ended 31st March 2019 arethe financial statements prepared in accordance with Ind AS notified under the Companies(Indian Accounting Standards) Rules 2015 and Companies (Indian Accounting Standards)Amendments Rules 2016 as applicable.
FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE
During the year under review your company's operating and other income was of Rs.10676.69 lakh (previous year Rs. 4757.69 lakh). The company has earned a profit after taxof Rs. 91.34 lakh (Previous year profit after tax of Rs. 142.58 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 is engaged in development of approved integrated Industrial Park on the landsituated at Ludhiana Chandigarh Road Ludhiana and further enter in other segments inbusiness of trading of Fabrics. During the financial year ended 31st March2019 the company has started Trading of Shares Derivatives Options For ex commoditiesand other Financial instruments. Shares of the company are listed on Bombay StockExchange Mumbai India. During the year under review Company has entered into apartnership ventures in which Company will be developing the affordable housing project inLudhiana and project is expected to be started in the third quarter of 2019-20.
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.
SCHEME OF MERGER AND AMALGAMATION
As part of the group restructuring during the year the Board of directors of theCompany in their Board Meetings held on18th September 2018 approved the Scheme ofAmalgamation for merger of 3 (three)Group Companies viz. Ritesh Spinning Mills LimitedRitesh Impex Private Limited H B Fibres Limited with Ritesh Properties and IndustriesLimited.
The Appointed Date for the Scheme of Amalgamation is 1st April 2018. As aresult of the implementation of the aforesaid amalgamation the four group companies asaforesaid will be dissolved without winding up.
The Scheme of Merger and amalgamation is pending before the BSE Limited(BSE)
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 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
During the financial year ended 2018-19 the paid up capital of the Company stood at Rs.115909580/- (Rupees Eleven Crore Fifty Nine Lac Nine Thousand Five Hundred and EightyOnly)divided into 11590958 Equity Shares of Rs. 10/- each.
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.
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 ofthe Company to hold the office till the conclusion 32nd AGM of the company in terms ofprovisions of section 139(1) of the Companies Act 2013.
M/s S.M. MATHUR & Co. are proposed to be re-appointed at this Annual GeneralMeeting of the company for another term for he period of five years from the conclusion ofthis meeting till the conclusion of thirty-seventh Annual General Meeting..
i) Statutory Auditors' Report:
The observations of Statutory Auditor in its reports on standalone basis areself-explanatory and therefore do not call for any further comments.
ii) Secretarial Auditors :
Pursuant to the provisions of Section 204 of the Companies Act 2013 read withcorresponding Rules framed thereunder MZ & ASSOCIATES Company Secretaries has beenappointed as Secretarial Auditors of the company by board to conduct the secretarial auditfor the financial year2018-19.
Annual Secretarial Audit Report
In terms of section 204 of the Companies Act 2013 and Regulation 24A of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 a Secretarial AuditReport given by the Secretarial Auditors i.e. MZ & ASSOCIATES Company Secretaries inForm No. MR-3 is annexed with this Report as ANNEXURE - I.
Annual Secretarial Compliance Report:
A Secretarial Compliance Report for the financial year ended 3151 March2019 on compliance of all applicable SEBI Regulations and circulars/guidelines issuedthereunder was obtained from M/s MZ & Associates Companies Secretaries andsubmitted to the stock exchange. iii) Internal Auditor
M/s SINGH & SINGH Chartered Accountant has been appointed as an Internal Auditorof the company under section 138 of Companies Act 2013 to conduct internal audit offunctions 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 asANNEXURE-II to this Board Report.
RELATED PARTY TRANSACTIONS
During the financial year 2018-19 the Company has entered into transactions withrelated parties as defined under Section 2(76) of the Companies Act 2013 read withCompanies (Specification of Definitions Details) Rules 2014 which were in the ordinarycourse of business and on arms' length basis and in accordance with the provisions of theCompanies Act 2013 Rules issued thereunder and Regulation 23 of the Listing Regulations.
During the financial year 2018-19 there were no transactions with related partieswhich qualify as material transactions under the Listing Regulations.
The details of the related party transactions as required under Ind AS-24 are set outin Annexure n to the Notes to accounts of Auditor's Report forming part ofthis Annual Report.
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 has adopted Related Party Transaction Policy and the same isavailable on following link http://www.riteshindustries.us/Related-Party-Transaction-Policy.pdf
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 disclosed in form No. AOC-2 for your kind perusal and information is appendedas ANNEXURE-III to this Board Report and form the part of notes to thefinancial statements provided in this annual report.
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 / enquiry from any shareholder/investor are pending 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 asANNEXURE-IV to this Board Report.
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
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-V.
DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL
In accordance with provisions of Articles of Association of the Company Mr. KavyaArora Whole time Director& CFO is liable to retire by rotation at the ensuing AnnualGeneral Meeting and being eligible offers himself for re-appointment.
Mr. Kavya Arora (DIN: 02794500) Executive Director of the Company who was appointed asthe Director in the Company dated 31st October 2011 in terms of section 152retires by rotation and being eligible offers himself for reappointment as the directorof the company.
Mr. Kavya Arora (DIN: 02794500) having rich experience of more than 10 years inBusiness Management.
Having such renowned personality in the management would increase the experience of themanagement of the company also. He is Chief Executive Officer of Company. He is son of Mr.Sanjeev Arora Chairman Cum Managing Director of the Company.
The Board considers that association of Mr. Kavya Arora (DIN: 02794500) would be ofimmense benefit to the Company and it is desirable to avail his services as an Director ofthe Company.
The Board also approve the re-appointment of Independent Director Mrs. Shweta SehgalMr. Surendar Kumar Sood Mr. Gurpreet Singh Brar and Mr. Sanjeev Arora as ManagingDirector of the company. The Board of Directors recommended their re-appointment forconsideration of members at the forthcoming Annual general Meeting.
During the year Mr. Nitesh Garg was appointed as an Additional Director of the Companydated 14th day of February 2019 and resigned from the management of thecompany after the closure of Financial Year dated 25th day of June 2019 due topreoccupation and same is intimated to Board for his resignation.
DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS UNDER SECTION 149(6) OF THECOMPANIES ACT 2013
The Independent Directors of your Company namely Mr. Surendar Kumar Sood Mr. GurpreetSingh Brar Mrs. Shweta Sehgal & Mr. Rohit Kumar Maggu submitted declarations of theirIndependence as required under Section 149(7) of the Act and the Listing Regulationsconfirming that they meet the criteria of independence as provided in Section 149(6) ofthe Act and Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations.There was no change in the circumstances effecting their status as Independent Directorsof the Company. The Board reviewed the certificates and noted that all IndependentDirectors are independent of the Company's management.
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 2018-19 under reviews 5 meetings of Board of Directors5Meetings of Audit Committee 5 meetings of Stakeholders Relationship Committee and 5meeting of Nomination and Remuneration Committee of the Company Detailed information aboutthe meetings is given in corporate governance report which forms the part of AnnualReport.
The policy establishes the process for the management of risk faced by RiteshProperties and Industries Limited. The aim of risk management is to maximize opportunitiesin all activities and to minimize adversity. This policy applies to all activities andprocesses associated with the normal operations of Ritesh Properties and IndustriesLimited.
The policy on Risk Management as approve by the Board may be accessed on the Company'swebsite at the link: http:// riteshindustries.us/risk-management-policy.pdf.
The Company follows the practise of identification of various risks pertaining todifferent business and functions of the Company. The major risk elements associated withthe businesses and functions of the Company have been identified and are being addressedsystematically through mitigating actions on a continuing basis.
The Audit Committee periodically review and monitor the steps taken by the Company tomitigate the identified risks elements.
LOANS GUARANTEES AND INVESTMENTS The details of loans guarantees and investmentsunder Section 186 of the Companies Act 2013 read with the Companies (Meetings of Boardand its Powers) Rules 2014 outstanding as at 31st March 2019 will form thepart of Annual financial statements notes to accounts no. 4 & 8
COMPLIANCE WITH SECRETARIAL STANDARDS
Your Directors confirm that the Secretarial Standards issued by the Institute ofCompany Secretaries of India as applicable to the Company have been complied with.
EVALUATION BY BOARD OF ITS OWN PERFORMANCE ITS COMMITTEE AND INDIVIDUAL DIRECTORS WITHREFERENCE TO SECTION 134 (3) (p) OF THE COMPANIES ACT
Pursuant to provision of Companies Act 2013 and Regulations 25(3) & (4) of theSEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 the independentDirectors in their meeting held on March 20th 2019 have evaluated theperformance of Non-Independent Directors Chairperson of the Company after consideringthe views of the Executive and Non-Executive Directors Board as a whole and assessed thequality quantity and timeliness of flow of information between the Company's Managementand the Board . The Nomination and Remuneration has also carried out evaluationperformance of every Director of the Company . On the basis of evaluation made by theIndependent Directors and the Nomination and Remuneration Committee and by the way ofindividual and collective feedback from the non-independent Directors the Board hascarried out the Annual performance Evaluation of the Directors' individually as well asevaluation of the working of the Board as a whole and committees of the Board.
The Listing Regulations mandate the Board of listed companies to monitor and review theBoard Evaluation framework Section 134(3) of the Companies Act 2013 read with the Rule 8of the Companies (Accounts) Rules 2014 issued thereunder further provides that a formalannual evaluation needs to be made by the Board of its own performance and that of itsCommittees and individual Directors. The Schedule IV of the Companies Act 2013 read withthe Rules issued thereunder and Regulation 17(10) of the Listing Regulations states thatthe performance evaluation of Independent Directors shall be done by the entire Board ofDirectors excluding the Director being evaluated.
The Questionnaire for evaluation of the performance of each Director was based on levelof participation in meetings understanding the roles & responsibilitiesunderstanding the strategic issues and challenges in the Company. The Questionnaire forevaluation of the Performance of Board was based on board composition experience &competencies
Understanding of business and competitive environment quality of discussion at theboard meeting time spent by the board on the Company's long term goals and strategies.The Questionnaire for evaluation of the Committee was based on understanding of the termsof reference discharge of its duties performance of the Committee Composition of theCommittee.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
The details of programmes for familiarisation of Independent Directors with theCompany their roles rights responsibilities in the Company and related matters are putup on the website of the Company at thelink:https://www.riteshindustries.us/pdf/FAMILARIZATION%20PROGRAMME%20OF%20INDEPENDENT%20DIRECTORS.pdf
DISCLOSURE ON THE NOMINATION AND REMUNERATION POLICY OF THE COMPANY PURSUANT TO SECTION134(3) (e) AND SECTION 178(3)
As on March 312019 the Nomination and Remuneration Committee comprises of threeIndependent Directors with Mr. Surendar Kumar Sood as Chairman Mr. Gurpreet Singh Brar asa Member and Mrs. Shweta Sehgal as a Member. The Committee interalia identifies personswho are qualified to become directors and who may be appointed in senior management.
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 VI.
As on March 31st 2019 the Audit Committee of the Company comprises of TwoIndependent Directors with Mr. Surendar Kumar Sood as Chairman Mr. Gurpreet Singh Braras Member and NonExecutive Director and Mr. Roop Kishore Fatehpuria as Member andExecutive Director of the Company. The Committee interalia reviews the internal controlsystem and Reports of Internal Auditors and Compliance of various regulations.
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 Committee whose 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 Committee met five times during the year the details of which are given in theCorporate Governance Report that forms part of this Annual Report.
DISCLOSURE IN RELATION TO WHISTLE BLOWER POLICY/ VIGIL MECHANISM
Pursuant to Section 177 (9) & (10) of the Companies Act 2013 read with applicablerules and Regulation 22 of the SEBI (Listing Obligation and Disclosure Requirement)Regulations 2015 the company has formulated the whistle blower policy for vigil mechanismfor directors 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 behaviour 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 thelink:http://riteshindustries.us/Whistle-Blower-Policy.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 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) Regulations 2015 with the Stock Exchange isannexed and forms part of this Annual Report.
DISCLOSURES UNDER SEXUAL HARRASEMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013.
No case was filed under the Sexual Harassment of Women at workplace (PreventionProhibition & Redressal) Act 2013 during the year under review.
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 as at 31st March 2019 and of the profitof 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.
Policy for Prevention Prohibition and Redressal of Sexual Harassment of Women atWorkplace. Your Company continues to follow a robust policy on PreventionProhibition and Redressal of Sexual Harassment of Women at Workplace'. The InternalComplaints Committee was constituted as per the requirements of the Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013. During the financialyear under review no case was reported. The Company continues to promote the cause ofwomen colleagues for experience sharing creating awareness on women's safety/ relatedissues celebrating important days dedicated to women and organizing workshops on gendersensitivity.
Your Director further states that during the year under review there was no casefilled pursuant to sexual Harassment of Women at the workplace (Prevention Prohibition& Redressal) Act 2013.
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.
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.
SEBI vide its order dated: 13.01.2016 has restrained the company from 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 Tribunal. where on August 31a 2018 decision was taken bythe Tribunal to restrict the restraint order imposed on the appellants.
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 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 placeson record their deep sense of appreciation for the devoted services of the employeesduring the period under review.
By Order of the Board
For Ritesh Properties and Industries Limited
| ||sd/- |
| ||(Sanjeev Arora) |
| ||Chairman-Cum-Managing Director |
| ||Din: 00077748 |
| ||Hampton Court Business Park |
|Place : New Delhi ||NH-95 LDH-CHD Road |
|Dated : 12/08/2019 ||Ludhiana-141123 |