To,
The Members,
Rishi Techtex Limited
Your Directors have pleasure in presenting their 39th Annual Report on the business and
operations of the Company and the accounts for the Financial Year ended March 31, 2023.
FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY:
|
|
(Rs. in Lakhs) |
| Particulars |
2022-23 |
2021-22 |
| Total Income |
10725.11 |
10108.44 |
| Profit before Tax |
125.20 |
209.47 |
| Provision for Tax |
13.94 |
77.62 |
| Profit after Tax |
111.26 |
131.85 |
| Total Comprehensive Income for the period |
111.26 |
130.96 |
DIVIDEND:
To strengthen the cash flow of the Company, the Directors have not considered and
recommended any dividend in the year.
RESERVES:
As on March 31, 2023, the reserves and surplus has increased to Rs.2310.58 lakhs as
compared to Rs.2199.32 lakhs during the last year.
COMPANYS WORKING DURING THE YEAR:
The company earned total income of Rs.10725.11 lakhs as compared to Rs.10108.44 lakhs
earned in the previous year showing increase of 6.10%.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH
THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
There have been no material changes and commitments affecting the financial position of
the Company which have occurred between March 31, 2023 and the date of this Report, other
than those disclosed in this Report. There has been no change in the nature of business of
your Company.
CREDIT RATINGS:
Subsequent to the end of the financial year under review, the Company has received the
following credit ratings from CRISIL vide letter dated 23rd June, 2023.
| Total Bank Loan Facilities Rated |
29 Crore |
| Long- Term Rating |
CRISIL BBB-/Stable |
| Short-Term Rating |
CRISIL A3 |
SIGNIFICANT AND MATERIAL ORDERS:
There have been no significant and material orders passed by the Regulators or Courts
or Tribunals impacting the going concern status and the Companys operations in future.
The Members may re-collect that in the Directors Report of financial year 2019-2020,
your Directors placed details of litigation with Enforcement Directorate. The Company has
denied all the charges and allegations levelled by the Enforcement Directorate (ED).The
Company entered a contract with bonafide intent. During the FY 2018-19 although, the
Competent Authority in Enforcement Directorate, Cochin Office passed a provisional order
attaching the property of the Company situated at Daman (UT); based on Companys
application to the Honble Appellate Tribunal, for Prevention of Money Laundering Act (AT
PMLA) New Delhi, The Tribunal has directed that both the parties to maintain a status quo
in respect of the said attached property until the next date of hearing.
ADOPTION OF INDIAN ACCOUTING STANDARD (IND AS):
As mandated by the notification of Ministry of Corporate Affairs, dated 16th February
2015 notifying the Companies (Indian Accounting Standard) Rules, 2015, your Company has
implemented Indian Accounting Standards ("IND AS") to record financial
transactions pursuant to Notification from financial year 2017-2018. During the year
2022-2023; the Company has continued to successfully implement the Ind AS.
SUBSIDIARIES /JOINT VENTURES/ASSOCIATE COMPANIES:
The Company has no subsidiary or joint venture or associate company.
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. The Internal Auditor appointed by the Company, conducts an
Internal Audit and monitors and evaluates the efficacy and adequacy of internal control
system, its compliance with operating systems, accounting procedures and policies of the
Company. Internal Audit Findings and recommendations, areas for improvement are reviewed
by the Audit Committee. Based on the report of internal auditor; management undertake
corrective action in their respective areas and thereby strengthen the controls.
AUDIT OBSERVATIONS AND EXPLANATION BY THE BOARD:
There were no qualifications, reservations or adverse remarks made either by the
Statutory Auditors or by the Secretarial Auditor in their respective Reports. The
observations made by the Statutory Auditors read with the relevant notes on accounts are
self-explanatory.
REPORTING OF FRAUDS BY AUDITORS:
During the year under review, neither the statutory auditors nor the secretarial
auditor has reported to the audit committee, under Section 143 (12) of the Companies Act,
2013, any instances of fraud committed against the Company by its officers or employees,
the details of which would need to be mentioned in the Boards Report.
DEPOSITS:
The details relating to deposits, covered under Chapter V of the Act
a) accepted during the year : Rs. 45.00 Lakhs
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
(d) The details of deposits which are not in compliance with the requirements of
Chapter V of the Act: Nil AUDITORS:
STATUTORY AUDITOR:
In the 34th Annual General Meeting; M/s. Attar & Associates, Chartered Accountants,
Thane, Maharashtra, (FRN : 116443W) were appointed as the Statutory Auditors of the
Company for a term of 5 financial years commencing from 2018-2019 to hold office till the
conclusion of the 39th Annual General Meeting of the Company.
The Board of Directors at their meeting held on 14 th August 2023 has recommended the
appointment of M/S. HRK & Co., Chartered Accountants, Vapi, Gujarat (FRN : 146985W) as
Statutory Auditors of the Company, in place of M/s. Attar & Associates, subject to the
approval of members.
M/s. HRK & Co., Chartered Accountants, Vapi, Gujarat (FRN : 146985W), are eligible
for appointment and have confirmed that their appointment, if approved, will be in
compliance with Section 141 of the Companies Act, 2013 and other applicable provisions.
Your Board recommends the appointment of M/s. HRK & Co., Chartered Accountants, Vapi,
Gujarat (FRN : 146985W) as Statutory Auditors of the Company for a term of 5 financial
years commencing from current financial year 2023-24 and to hold office from the
conclusion of 39th Annual General Meeting till the conclusion of the 44th Annual General
Meeting of the Company.
Pursuant to Section 139 and 141 of the Act and relevant Rules prescribed there under,
your Company has obtained a declaration from the Statutory Auditors that they meet with
the requisite criteria as provided under the provisions of the Act read with applicable
Rules and Advisories, for being appointed as the Statutory Auditors of the Company for the
financial year 2023-2024. The Auditors have also confirmed that they have subjected
themselves to the peer review process of Institute of Chartered Accountants of India
(ICAI) and hold a valid certificate issued by the Peer Review Board of the ICAI.
AUDIT REPORT:
As per the provisions of the Companies Act, 2013, the Auditors Report on Financial
Statements for the year ended 31st March, 2023 as issued by the Statutory Auditor; M/s
Attar & Associates, Chartered Accountants, forms part of this Annual Report.
SHARE CAPITAL:
The paid up Equity Share Capital as on March 31, 2023 was Rs.739.10 Lacs. There was no
change in the Share Capital of the Company during the financial year under report.
As on March 31, 2023, following two directors are holding shares of the Company:
Mr. Abhishek Patel
Ms. Aakanksha Patel
EXTRACT OF THE ANNUAL RETURN:
Pursuant to Section 92 of the Act and Rule 12 of the Companies (Management and
Administration) Rules, 2014, the Annual Return is available on the website of the Company
at www.rishitechtex.com under Investor Tab_AnnualReport_Annual Return. You may also check
the following link: https://www.rishitechtex.com/assets/pdf/AnnualReturn2022-2n23.pdf
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information required to be disclosed is set out in Annexure A.
BOARD OF DIRECTORS:
Details of Board of Directors:
As on the date of Balance sheet; the Board of Directors of the Company consisted of
Four Directors. As the Chairman of the Board is in Executive capacity pursuant to
requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, its Board comprises of 50% of the Independent Directors. Out of the Four Directors,
One Director is categorized as Promoter- Director, two are Independent Directors appointed
pursuant to provisions of section 149 of the Companies Act, 2013 and one is Non-Executive
Non-Independent Director.
As on the date of Balance sheet; there is no Nominee Director on the Board of the
Company. No Director of the Company is either member of more than ten committees and/or
Chairman of more than five committees across all Companies in which he is Director and
necessary disclosures to this effect have been received by the Company from all the
Directors. There is no change in composition of Board of Directors in the FY 2022-2023
except as mentioned in following paragraphs:
1. The members of the Company at 38th Annual General Meeting held on 26th September,
2022, approved the re-appointment and remuneration of Mr. Abhishek Harshad Patel (DIN:
05183410) as Managing Director of the Company for a period of three (3) years commencing
from 01st April, 2023 till 31st March, 2026, at a remuneration (including perquisites
except those mentioned in Section IV of Part II of Schedule V) not exceeding Rs. 12 Lacs
per month which from time to time with the approval of the Board or any Committee thereof
may further be enhanced/ altered/varied upto the maximum permissible limit as specified
under Schedule V of Companies Act, 2013, and on such other terms and conditions as laid
down in the agreement entered into between the Company and Mr. Abhishek Patel;
2. Mr. Pranav Patel, has expressed his unwillingness to continue as a Non-Executive-
Non Independent Director on the Board due to his pre-occupation in other assignments and
therefore has resigned with effect from August 8, 2022.
3. The members of the Company at their AGM held on 26th September, 2022 approved the
appointment of Ms. Aakanksha Harshad Patel as Non-Executive-Non Independent Director on
the Board, liable to retire by rotation, pursuant to the provisions of Section 161(1) of
Companies Act, 2013, to hold office commencing from August 8, 2022.
In terms of Section 152(6) of the Companies Act, 2013, Ms. Aakanksha Patel shall retire
as a Director by rotation at the forthcoming Annual General Meeting and being eligible,
has offered herself for re-appointment. As per the terms of her appointment as a
Non-Executive, Non-Independent Director, her re-appointment as a Director on retirement by
rotation at the forthcoming Annual General Meeting, would not constitute break in her term
as a Non-Executive, Non-Independent Director. Your Directors recommend to members for
their approval her re-appointment as a Director at the forthcoming Annual General Meeting.
During the year under review, the non-executive directors of the Company had no
pecuniary relationship or transactions with the Company, other than sitting fees,
commission and reimbursement of expenses, if any.
During the year, in all Four Board Meetings were held i.e. on 27th May, 2022, 8th
August, 2022, 8th November, 2022 and 7th February, 2023. The gap between any two Board
meetings during the year under review did not exceed one hundred and twenty days. The
requisite quorum was present for all the meetings.
The information, as required under Regulation 17(7) read with Schedule II Part A of the
SEBI Listing Regulations, is made available to the Board. The recommendations of the
Committees are placed before the Board for necessary approvals. All committee
recommendations placed before the Board during the year under review were unanimously
accepted by the Board.
Declaration by 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 and Regulation
16(1)(b) and 25(8) of SEBI (LODR) Regulations, 2015.
In the opinion of the Board, there has been no change in the circumstances which may
affect their status as Independent Directors of the Company and the Board is satisfied of
the integrity, expertise and experience (including proficiency in terms of Section 150(1)
of the Act and applicable rules thereunder) of all Independent Directors on the Board.
Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and
Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company
have included their names in the data bank of Independent Directors maintained with the
Indian Institute of Corporate Affairs.
Formal Annual Evaluation:
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("LODR"), the Board has carried out
the evaluation of its own performance, the Directors individually as well as the
evaluation of the working of its Audit, Nomination and Remuneration and other Committees.
A structured questionnaire was prepared after taking into consideration inputs received
from the Directors, covering various aspects of the Boards functioning such as adequacy
of the composition of the Board and its Committees, Board culture, execution and
performance of specific duties, obligations and governance.
A separate exercise was carried out to evaluate the performance of individual Directors
including the Chairman of the Board. The performance evaluation of the Independent
Directors was carried out by the entire Board. The performance evaluation of the Chairman
was carried out by the Independent Directors who also reviewed the performance of the
Secretarial Department.
Code of Conduct:
The Board has laid down a Code of Conduct for all Board members and senior management
personnel of the Company, which has been posted on the website of the Company
www.rishitechtex.com.
All Board members and senior management personnel have affirmed compliance with the
Code for the year ended on March 31, 2023. Declaration to this effect signed by the
Managing Director of the Company for the year ended on March 31, 2023 has been included
elsewhere in this report.
Familiarization Programme for Independent Directors:
The Company conducts familiarization programs for Independent Directors to enable them
to understand their roles, rights and responsibilities. The Independent Directors when
they are appointed are given a detailed orientation on the Company, industry, strategy,
policies and Code of Conduct, regulatory matters, business, financial matters and human
resource matters of the Company.
Details of orientation given to the new and existing Independent Directors in the areas
of strategy/industry trends, operations & governance, and safety, health and
environment initiatives are available on the website of the Company at www.rishitechtex.com
KEY MANAGERIAL PERSONNELS (KMPs):
As on March, 31, 2023, Mr. Abhishek Patel, Managing Director, Mr. Jagdish Dokwal, Chief
Financial Officer and Ms. Gauri Gangal, Company Secretary are the Key Managerial Personnel
of your Company. During the financial year under review, there were no changes in the Key
Managerial Personnel (KMP) of the Company.
COMMITTEES OF THE BOARD:
The Board of Directors has constituted Committees of the Directors, as mandated by Law,
Regulations to deal with specific areas and activities which require an independent expert
review of the respective subject matter. The Board Committees are formed with approval of
the Board and function according to Terms of Reference and statutory provisions mandating
such constitution. These Committees play an important role in the overall management of
day-to-day affairs and governance of the Company.
The Board currently has the following Committees:
1. Audit Committee:
The Company has a Competent Audit Committee comprising of three Directors out of which
two-third are independent directors. Mrs. Sheela Ayyar, having sound financial background
and financial expertise is a Chairperson of the Committee with the other members being Mr.
Abhishek Patel and Mr. Kunal Rastogi.
The details pertaining to the composition of the Audit Committee, terms of reference,
number of meetings of the committee are included in the Corporate Governance Report, which
is a part of this report.
2. Nomination & Remuneration Committee:
The Nomination & Remuneration committee consists of three Directors, viz. Mrs.
Sheela Ayyar, Ms. Aakanksha Patel and
Mr. Kunal Rastogi. Mr. Pranav Patel resigned from the Directorship of the Company with
effect from 8th August, 2022 and in his place Ms. Aakanksha Patel was appointed as the
Member of the Committee with effect from 8th August, 2022.
Mr. Kunal Rastogi is chairman of the Committee. The Nomination & Remuneration
Committee framed a policy for selection and appointment of Directors, Senior Management
and their remuneration. The same is posted on the website of the Company viz.
www.rishitechtex.com. The Committee approves the remuneration payable to the Managing
Director and senior executives. The salient features of the said policy and the details
pertaining to the composition of the Nomination & Remuneration Committee, terms of
reference, number of meetings of the committee are included in the Corporate Governance
Report, which is a part of this report.
3. Shareholders/Investors Grievance Committee:
The Committee consists of three Directors, Mr. Abhishek Patel, Mr.Kunal Rastogi and Ms.
Aakanksha Patel. Mr. Kunal Rastogi is the chairman of the Committee. Mr. Pranav Patel
resigned from the Directorship of the Company with effect from 8th August, 2022 and in his
place Ms. Aakanksha Patel was appointed as the Member of the Committee with effect from
8th August, 2022.
The details pertaining to the composition of the Shareholders/Investors Grievance
Committee, terms of reference, number of meetings of the committee held during the period
under consideration are included in the Corporate Governance Report, which is a part of
this report.
4. Finance Committee:
The Company has a Finance Committee comprising of three Directors viz. Mr. Abhishek
Patel, Ms. Aakanksha Patel, and Mr. Kunal Rastogi for looking after the matters pertaining
to expansion and finance of the Company. Mr. Pranav Patel resigned from the Directorship
of the Company with effect from 8th August, 2022 and in his place Ms. Aakanksha Patel was
appointed as the Member of the Committee with effect from 8th August, 2022. Finance
Committee met on 16th November, 2022 during the financial year 2022-23.
Independent Directors Meeting:
During the year under review, the Independent Directors met on 1st February, 2023 inter
alia to discuss the evaluation of the performance of all independent directors and the
Board of directors as whole. It also evaluates the timelines of flow of information
between the Management and the Board that is necessary for the Board to perform its duties
effectively.
RISK MANAGEMENT POLICY:
The Company has formed a statement indicating development and implementation of a risk
management policy for the Company including identification therein of elements of risk, if
any, which in the opinion of the Board may threaten the existence of the company.
VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:
The Company has formulated Whistle Blower Policy as per the provisions of SEBI (LODR)
Regulations, 2015 to raise any complaint, query and to deal with instance of fraud and
mismanagement, if any. No personnel have been denied access to the Audit Committee. The
said Policy is available on the Companys website - www.rishitechtex.com.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013:
The Company has constituted Internal Complaint Committee (ICC) for all locations to the
extent applicable, pursuant to the provisions of The Sexual Harassment of Women at the
Workplace (Prevention, Prohibition & Redressal) Act, 2013 to consider and resolve all
sexual harassment complaints reported by women. The Company has taken adequate care and
caution in line with the requirements of the Act. During the year 2022-2023, the Company
has not received any sexual harassment complaint.
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:
The Company has formulated a policy on related party transactions which is available on
the website of the Company at www.rishitechtex.com. All related party transactions are
placed before the Audit Committee for review and approval. Prior omnibus approval of the
Audit Committee is obtained on a quarterly basis for related party transactions which are
of repetitive nature and/or entered in the ordinary course of business and are at an arms
length.
As per the SEBI Listing Regulations, if any Related Party Transactions (RPT) exceeds
Rs.1,000 crore or 10% of the annual consolidated turnover of the Company as per the last
audited financial statement whichever is lower, would be considered as material and would
require Members approval. In this regard, during the year under review, the Company has
taken necessary Members approval and has entered into material transaction with related
party. All related party transactions entered during the year were in the ordinary course
of the business and at an arms length basis. Therefore, the disclosure of Related Party
Transactions as required under Section 134(3)(h) of the Companies Act and Rule 8(2) of the
Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable to the Company for FY
2022-23.
The details of RPTs during FY 2022-23, including transaction with person or entity
belonging to the promoter/ promoter group which hold(s) 10% or more shareholding in the
Company are provided in the accompanying financial statements. Members may refer to Notes
to Accounts (Note No. 36) forming part of the financial statements for transactions with
related parties.
PARTICULARS OF EMPLOYEES:
The Statement containing particulars of employees as required and the ratio of
remuneration of Managing Director to the median employees remuneration and other details
in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) and (2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of
this report as Annexure B.
SECRETARIAL AUDIT REPORT:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company
has appointed M/s. Sudhanwa S. Kalamkar & Associates, Company Secretary in practice,
to undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor
in prescribed Form MR-3 is annexed herewith as Annexure C.
There are no qualifications or observations or adverse remarks or disclaimer of the
Secretarial Auditors in the Report issued by them for the financial year 2022-23 which
call for any explanation from the Board of Directors.
M/s Sudhanwa S. Kalamkar & Associates, Company Secretaries have been re-appointed
to conduct the secretarial audit of the Company for the financial year 2023-24. They have
confirmed that they are eligible for the said appointment.
COMPLIANCE WITH SECRETARIAL STANDARDS:
During the financial year, your Company has complied with applicable Secretarial
Standards issued by Institute of Company Secretaries of India. CORPORATE SOCIAL
RESPONSIBILITY POLICY (CSR):
The provisions of section 135 of the Companies Act, 2013 related to constitution of
Corporate Social Responsibility (CSR) Committee and mandate to spend amount as prescribed
by statute is not applicable to Company for the financial year 2022-2023 as the Company
does not fulfill any criteria set by the provisions of section 135 (1) of the Act.
STATEMENT OF 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 the Shareholders in the manner specified
by the regulations.
MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis on the operations of the Company is provided in
a separate section and forms a part of the Annual Report.
LISTING:
The shares of your Company are listed at the BSE Limited. The applicable annual listing
fees have been paid to the stock exchange before the due dates.
CORPORATE GOVERNANCE REPORT:
The Company is committed to maintain the highest standards of Corporate Governance and
believes in adopting best practices of Corporate Governance. The report on Corporate
Governance as stipulated under the SEBI Listing Regulations together with a certificate
from the Secretarial Auditors of the Company confirming compliance with the conditions of
Corporate Governance forms part of the Report.
HUMAN RESOURCE DEVELOPMENT AND INDUSTRIAL RELATIONS:
Industrial relations at all plant locations remained harmonious. With an aim at
enhancing employees experience, the highest priority was given to people-focused measures
and policies in areas of health, safety and wellness of employees and their families,
especially in the wake of COVID-19.
In order to drive employee motivation and performance, a structured culture and
engagement framework was put in place with focus on three core pillars of Learning and
Development, Communication and Connect, and Recognition.
The total number of persons employed in your Company as on March 31, 2023 were 190.
DIRECTORS RESPONSIBILITY STATEMENT:
The Directors Responsibility Statement referred to in clause (c) of sub-section (3)
and sub-section (5) of Section 134 of the Companies Act, 2013, shall state 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;
(d) the directors had prepared the annual accounts on a going concern basis;
(e) 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.
ACKNOWLEDGEMENTS:
The Directors place on record their appreciation of the efficient and loyal services
rendered by the Staff and workmen, also acknowledge the help, support and guidance from
the various Statutory Bodies, Government and Semi-Government Organisations and Bank and
thank our customers, suppliers, investors for their continues support during the year.
| By Order of the Board |
|
| Abhishek Patel |
Sheela Ayyar |
| Managing Director |
Director |
| DIN: 05183410 |
DIN:06656579 |
| Place: Mumbai |
|
| Date: 14.08.2023 |
|
+91-9892691696
