RICHWAY INTERNATIONAL TRADE LIMITED
Your Directors have the pleasure to submit their Annual Report together with AuditedAccounts and Auditors Report of the Company for the financial year ended 31st March2016.
OPERATION AND FINANCIAL RESULT
The performance of the company for the financial year ended 31st March 2016:
|PARTICULARS ||2015-16 ||2014-15 |
|Revenue from Operations ||905311313.40 ||371502121.67 |
|Other Income ||- ||76000.00 |
|Total Income ||905311313.40 ||371578121.67 |
|Less: Total Expenses ||900827736.07 ||370034241.87 |
|Profit before Tax ||4483577.33 ||1543879.80 |
|Less: Provision for Current Tax ||1397792.56 ||1049489.48 |
|Profit after Tax ||3085784.77 ||494390.32 |
|Less: Income Tax for earlier years ||- ||- |
|Add: Profit brought forward from Previous year ||110939.23 ||-326451.09 |
|Profit available for appropriation ||- ||- |
|Proposed Dividend on Equity Shares ||- ||- |
|Corporate Tax on Dividend ||- ||- |
|Balance carried to Balance Sheet ||3196724.00 ||110939.23 |
The Company has not transferred any amount to General Reserve.
RESULT OF OPERATIONS
During the current period of operation Your Company has shown remarkable improvementas the turnover has increased in F.Y 2015-16 to Rs.905311313.40 from Rs.371502121.67during the corresponding FY 2014-15.
Your Directors report that the working of the Company for the year under review hasresulted in a Profit of Rs.3085784.77 (after tax).
Your director feel that it is prudent to plough back the profits for future growth ofthe Company and hence do not recommend any dividend for the year ended 31stMarch 2016.
CHANGE IN AUTHORISED CAPITAL
There has not been any change in the Authorized Capital of the Company during the year.
CHANGES IN THE NATURE OF BUSINESS
There has been no change in the nature of the business of the Company for the yearunder review.
There has not been any preferential allotment by the Company during the year.
Pursuant to the provisions of Section 149 of the Companies Act 2013 (Act) read withCompanies (Appointment and Qualification of Directors) Rules 2014 Clause 42 of theListing Agreement and your Company's Articles of Association there is no change in theboard of directors in the financial year 2015-16.
KEY MANAGEMENT PERSONNEL (KMPs)
During the year under review the Company has appointed Mr.Sanjay Chaddha (DIN:06516495) as Managing Director & CFO & Mr. Shubham Gandhi as Company Secretary ofthe Company.
DECLARATION BY AN INDEPENDENT DIRECTOR(S)
All independent directors have given declarations that they meet the criteria ofindependence as laid down under section 149(6) of the Companies Act 2013 and relevantregulation of the Listing Regulation
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. In terms of Section 136 of the Act theReport and Accounts are being sent to the Members and others entitled thereto excludingthe information on employees particulars which is available for inspection by theMembers at the Registered Office of the Company during business hours on working days ofthe Company up to the date of the ensuing Annual General Meeting. If any Member isinterested in obtaining a copy thereof such Member may write to the Company Secretary inthis regard and the same will be furnished on request.
Particulars of Employees pursuant to section 134(3) (q) of the Companies Act 2013 readwith rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014
As required under the provisions of Companies Act 2013 and Rule 5(2) and 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 there are noemployee falling under the above category thus no information is required to be given inthe report.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
The Board meets at regular intervals to discuss and decide on Company / businesspolicies and strategies apart from other Board business. During the year Ten Boardmeetings were held. The maximum time gap between any two consecutive meetings did notexceed 120 days.
INDEPENDENT DIRECTORS' MEETING
During the year under review the Independent Directors met on March 15 2016 interalia to discuss:
1. Evaluation of the performance of Non Independent Directors and the Board ofDirectors as a whole ;
2. Evaluation of the performance of Chairman of the Company taking into account theviews of the Executive and Non-Executive Directors.
3. Evaluation of the quality content and timelines of flow of information between theManagement and the Board that is necessary for the Board to effectively and reasonablyperform its duties.
All the Independent Directors were present at the Meeting.
Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of the Board. The manner in which the evaluation has beencarried out has been explained in the Corporate Governance Report and also posted on thewebsite of the Company
AUDITORS AND AUDIT REPORT
M/s. Shah Parmar & Mehta Chartered Accountants were appointed for a period of FiveYear in the 4th AGM of the Company which was held on 29th September 2015 and are eligibleto continue as Statutory Auditors of the Company subject to ratification by members at theforthcoming Annual General Meeting at remuneration to be decided by the Board of Directormembers. They have furnished a certificate confirming that if reappointed theirre-appointment will be in accordance with Section 139 read with Section 141 of theCompanies Act 2013. The members are requested to consider ratification of theircontinuity of appointment as Auditors of the Company and authorize the Board of Directorsto fix their remuneration
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION
There is no such material change and commitment affecting the financial position ofyour Company which have occurred between the end of the financial year to which thefinancial statements relate and the date of the report
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS COURTS ANDTRIBUNALS
No significant and material order has been passed by the regulators courts tribunalsimpacting the going concern status and Company's operation in future.
INTERNAL CONTROL AND AUDIT
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function isdefined in the Internal Audit Manual. To maintain its objectivity and independence theInternal Auditor reports to the Chairman of the Audit Committee of the Board & to theChairman & Managing Director.
The Internal Auditor monitors and evaluates the efficacy and adequacy of internalcontrol system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company. Based on the report of InternalAudit function process owners undertake corrective action in their respective areas andthereby strengthen the controls. Significant audit observations and recommendations alongwith corrective actions thereon are presented to the Audit Committee of the Board.
INTERNAL FINANCIAL CONTROL SYSTEM
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation was observed.
SUBSIDIARY JOINT VENTURES AND ASSOCIATES COMPANIES
The Company does not have any subsidiaries joint ventures and associate companies. Sothe disclosure required is not applicable to the Company.
PARTICULARS OF LOANS GUARANTEE AND INVESTMENTS
Particulars of loans given investments made guarantees given under the provisions ofSection 186 read with Rule 11 of the Companies (Meetings of Board and its Powers) Rules2014 are provided in the Financial Statements.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS &OUTGOINGS:
The information pursuant to section 217(1) (e) of the Companies (Disclosures ofParticulars in the report of Board of Directors) Rules 1988 is as under:
A. Conservation of Energy: Nil
B. Technology Absorption Research & Development: Nil
C. Foreign Exchange Earning / Outgo: Nil.
EXTRACT OFANNUAL RETURN
The details forming part of the extract of the Annual return in form MGT-9 as requiredunder Section 92 of the Companies Act 2013 is marked as which is annexed hereto andforms part of the Board's Report.
Your Company did not accept any deposits within the meaning of the Companies Act 2013and the Rules made there under.
RELATED PARTY TRANSACTIONS
According to the provisions of Section 188 read with Section 2(76) of the CompaniesAct 2013 there are no related party transactions during the financial year 2015-16 asper notes to accounts.
SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. S.A. & Associates Company Secretary to conduct Secretarial Audit forthe financial year 2015- 16.The Secretarial Audit Report does not contain anyqualification reservation or adverse remark except as mentioned in the Annexure-1 to thisreport.
REPORT ON CORPORATE GOVERNANCE
Your Company continues to be committed to good Corporate Governance aligned with thegood practices. Your Company is in compliance with the standards set out by Regulation 27of The SEBI (Listing Obligations And Disclosure Requirements) Regulation 2015. A detailedreport on Corporate Governance compliance duly certified by the Practicing CharteredAccountant forms part of this report as Annexure.
Risk management is the process of identification assessment and prioritization ofrisks followed by coordinated efforts to minimize monitor and mitigate / control theprobability and / or impact of unfortunate events or to maximize the realization ofopportunities.
Management of risk remains an integral part of your Company's operations and it enablesyour Company to maintain high standards of asset quality at a time of rapid growth of itslending business. The objective of risk management is to balance the trade-off betweenrisk and return and ensure optimal risk-adjusted return on capital. It entails independentidentification measurement and management of risks across the businesses of your Company.Risk is managed through a framework of policies and principles approved by the Board ofDirectors supported by an independent risk function which ensures that your Companyoperates within a pre-defined risk appetite. The risk management function strives toproactively anticipate vulnerabilities at the transaction as well as at the portfoliolevel through quantitative or qualitative examination of the embedded risks.
Your Company manages monitors and reports on the principal risks and uncertainties thatcan impact its ability to achieve its strategic objectives. Your Company's managementsystems organizational structures processes standards code of conduct and behaviorsgovern how the Group conducts the business of the Company and manages associated risks.
DIRECTORS RESPONSIBILITY STATEMENT
The Directors Responsibility Statement referred to in clause (c) of sub-section(3) of Section 134 of the Companies Act 2013 shall state that
(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistentlyand made judgments 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) the directors 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) the directors had prepared the annual accounts on a going concern basis; and
(e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
f) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Corporate Social Responsibility (CSR) is commitment of the Company to improve thequality and living standard of the employees and their families and also to the communityand society at large. The Company believes in undertaking business in such a way that itleads to overall development of all stake holders and Society.
The Board of Directors wishes to convey their appreciation to all the Companysmanaging body for their performance and continued support. The Directors would also liketo thank all the Shareholders Consultants Customers Vendors Bankers ServiceProviders and Governmental and Statutory Authorities for their continued support.
By Order of the Board of
|Directors || |
|For Richway International Trade Limited || |
|DATE: 5th September 2016 || |
|PLACE: MUMBAI ||Sanjay Chaddha |
| ||Chairman/Managing Director |