DIRECTORS' REPORT To, The Members, Your Directors have pleasure in presenting their 31st Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2015. DIVIDEND To strengthen the cash flow of the Company, the Directors decided not to declare any dividend in the year. RESERVES As on March 31, 2015 the reserves and surplus has increased to Rs. 868.17 Lac as compared to Rs. 736.00 achieved during the last year. COMPANY'S WORKING DURING THE YEAR During the year the Company earned total income of Rs. 4875.25 Lacs as compared to Rs. 4392.13 earned in the previous year showing an increase in 11%. The operations during the year have resulted in a profit of Rs. 132.17 Lacs. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company. Based on the report of internal audit corrective action are undertaken. SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES The Company has no subsidiary or joint venture company or associate company. DEPOSITS The details relating to deposits, covered under Chapter V of the Act, are as follows: a) accepted during the year; : 67.95 Lacs b) remained unpaid or unclaimed as at the end of the year; Nil c) whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved; (i) at the beginning of the year - NIL (ii) maximum during the year - Nil (iii) at the end of the year; - Nil The details of deposits which are not in compliance with the requirements of Chapter V of the Act Nil STATUTORY AUDITORS M/s. Alladi Krishnan & Kumar, Chartered Accountants, Statutory Auditors of the Company (Firms reg. No. 100282W) retire and offer themselves for re-appointment. The Company has obtained the requisite certificate required under section 139 of the Companies Act, 2013 to the effect that their re-appointment, if made, will be in conformity with limits specified in the said section and criteria stipulated under section 141 of the Companies Act, 2013. As per the provisions of the Companies Act, 2013, the Auditors Report forms part of Annual Report. SHARE CAPITAL The paid up Equity Share Capital as on March 31, 2015 is Rs. 552.20 Lacs. As on March 31, 2015, following two directors are holding shares of the Company: Mr. Abhishek Patel Mr. Pranav Patel EXTRACT OF THE ANNUAL RETURN The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure A". MANAGEMENT DISCUSSION AND ANALYSIS The management discussion and analysis on the operations of the Company is provided in a separate section and forms part of this report. CORPORATE GOVERNANCE REPORT Report on Corporate Governance and Certificate of the Auditors of your Company regarding compliance of the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Stock exchanges, is provided in a separate section and forms part of this report. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO The information required to be disclosed is set out in "Annexure B". DIRECTORS: A. Changes in Directors and Key Managerial Personnel Mr. Harshad Patel, Chairman of the Company had resigned with effect from 18.2.2015. The Board of the Company comprises of three directors viz. Mr. Abhishek Patel, Managing Director and two other independent Directors. B. Declaration by an Independent Director(s) All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 read with Clause 49 of the Listing Agreement C. Formal Annual Evaluation Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees as required. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. Meetings of the Board of Director During the year, in all five Board Meetings were held i.e. on 29th May, 2014, 13th August, 2014, 11th November, 2014, 10th February, 2015 and 23rd March, 2015. The time gap between any two meetings was not more than 120 days. The details of Directors and their attendance record at Board Meetings held during the year and at the last Annual General Meeting, number of other directorships and chairmanships/ memberships of committees, and other Committees of the Company is given in corporate governance report. WHISTLE BLOWER POLICY The Company has formulated Whistle Blower Policy as per the provisions of Clause 49 of the Listing Agreement. The details of the said policy are explained in the Corporate Governance Report and circulated to the employees internally. LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements. RELATED PARTY TRANSACTIONS All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. Pursuant to section 134 read with rule of the Companies (Accounts) Rules 2014, there are no transactions to be reported under section 188(1) of the Companies act, 2013. The related party policy as approved by the Board is available on the website of the Company. The disclosure in Form AOC-2 as per the provisions of Section 188 of the Companies Act, 2013 and rules made there under is not required since there are no material contracts or arrangements entered into by the Company as per the Policy of Materiality framed forming part of Related Party Transaction policy of the Company. Related Party Transactions as required under Accounting Standards are reported under the notes to the financial statements. PARTICULARS OF EMPLOYEES During the year under report, no employees have drawn remuneration in excess of the limits laid down (e) under Section 197 of the Companies Act, 2013 read with Rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The additional information as required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is annexed herewith as "Annexure C". 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 has appointed Sudhanwa S. Kalamkar & Associates, Company Secretaries in practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as "Annexure D". DIRECTORS' RESPONSIBILITY STATEMENT in terms of Section 134(3)(c) of the Companies Act, 2013 and to the best of their knowledge, belief and according to the information and explanations obtained by them, your Directors make the following statements that: (a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period; (c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; the directors had prepared the annual accounts on a going concern basis; the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively (f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. Corporate Social Responsibility Policy (CSR) CSR Policy is not applicable to the Company. Statement on Salient Features of Financial Statement Statement on salient features of Financial Statement in Form AOC-3 is not required since Entire Annual Report is being sent to all Shareholders in the manner specified under Rule 11 of the Companies (Accounts) Rules, 2014. Audit Committee The Company has a Qualified Audit Committee as per the provisions of the Companies Act, 2013 and Listing Agreement with Stock Exchange. The necessary details in this regard form part of Corporate Governance Report. Nomination & Remuneration Committee The Company has a Nomination & Remuneration Committee as per the provisions of the Companies Act, 2013 and Listing Agreement with Stock Exchange. The necessary details in this regard form part of Corporate Governance Report. Risk Management Policy The Company has developed a very comprehensive risk management policy under which all key risks and mitigation plans are compiled into a Risk Matrix. The same is reviewed quarterly by senior management and periodically also by the Risk Management Committee of the Board. ACKNOWLEDGEMENTS The Directors place on record their appreciation of the efficient and loyal services rendered by the Staff and workmen as also help and guidance received from Canara Bank. By Order of the Board of Directors For Rishi Techtex Ltd. Abhishek Patel (Managing Director) Place : Mumbai Dated : 15th May, 2015 |