riddhi corporate services ltd Directors report

To,

The Members,

Riddhi Corporate Services Limited,

Your Directors have pleasure in presenting the 13th Annual Report together with the Audited accounts of the Company for the financial year ended on March 31, 2023.

FINANCIAL RESULTS: (Rs. In lacs)

PARTICULARS	FOR THE YEAR ENDED ON 31ST MARCH, 2023	FOR THE YEAR ENDED ON 31ST MARCH, 2022
Net Total Income	20154.55	11,629.22
Less: Operating and Admin. Exps.	17049.85	9739.61
Profit before depreciation and Taxes	3104.7	1889.61
Less: Depreciation	1998.05	1,105.53
Less: Extraordinary/Exceptional Items	-	-
Profit before Tax (PBT)	1106.65	784.08
Less: Taxes (including deferred tax and fringe benefit tax)	264.64	199.65
Profit after Tax (PAT)	842.01	584.43
Surplus Carried to Balance Sheet	-	-
Earnings Per Equity Share
Basic	7.34	5.14
Diluted	7.30	5.14

HIGHLIGHTS OF PERFORMANCE:

The company has posted a good performance for the year under review as compared to previous year i.e.2021-2022. The total revenue of the Company has increased from Rs. 116,29,22,035 /- to 201,54,54,593 /-.

DIVIDEND:

During the Period under review the board of directors of company has not recommended any dividend.

PUBLIC DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

RESERVES:

The Company has not transferred any amount to General Reserve / Capital Redemption Reserve during the Period under review.

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BOARD MEETINGS HELD DURING THE YEAR:

SR NO.	DATE ON WHICH BOARD MEETINGS WERE HELD	TOTAL STRENGTH OF THE BOARD	NO OF DIRECTORS PRESENT
1	30/05/2022	06	06
2	13/08/2022	06	06
3	06/09/2022	06	06
4	22/09/2022	06	06
5	14/11/2022	06	06
6	16/01/2023	06	06
7	18/01/2023	06	06
8	24/01/2023	06	06
9	08/02/2023	06	06
10	14/02/2023	06	06
11	23/02/2023	06	06

ATTENDANCE OF DIRECTORS AT BOARD MEETINGS:

SR NO.	NAME OF DIRECTORS	NO. OF MEETING HELD	NO. OF MEETING ATTENDED
1	ALPITKUMAR P. GOR	11	11
2	PRAVINCHANDRA K. GOR	11	11
3	UMESH ARVINDBHAI BHADRESWARA	11	11
4	BHAVIN KIRITKUMAR PANDYA	11	11
5	KALPANABEN DIPAKBHAI SUTHAR	11	11
6	JASHUBHAI M PATEL	11	11

DEPOSITORY SYSTEM:

All the Shareholding of the company is in Dematerialized form only.

SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANY:

Company does not have any Subsidiary / Associate / Joint Venture Company as on 31st March, 2023.

CORPORATE GOVERNANCE:

Pursuant to the provisions of Regulation 34(3) read with Schedule V(C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Report on Corporate Governance is annexed hereto and forms part of this Report. Your Company is committed to transparency in all its dealings and places high emphasis on business ethics. The requisite Compliance Certificate as required under Part E of Schedule V of the Listing Regulations, issued by Mr. Amrish N. Gandhi (C P No. 5656), proprietor of M/s. Amrish Gandhi & Associates, Practising Company Secretaries, Ahmedabad pertaining to the compliance of the conditions of Corporate Governance, is also annexed herewith as "Annexure

- D".

EXTRACT OF ANNUAL RETURN AS PER SECTION 92 (3) OF COMPANIES ACT 2013:

The Annual Return in form MGT-9 as per section 92(3) will be available at the Website of the company - https://riddhicorporate.co.in/

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In terms of Section 152 of the Companies Act, 2013, Mr. Umesh Arvindbhai Bhadreswara (DIN: 07582046) is liable to retire by rotation at forthcoming AGM and being eligible offers himself for re-appointment.

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013.

All the directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of Section 164 of the Companies Act, 2013.

CHANGES IN THE DIRECTORSHIP OF THE COMPANY:

During the period under review there is no change in the Directorship of the Company.

MATTERS AS PRESCRIBED UNDER SUB-SECTIONS (1) AND (3) OF SECTION 178 OF THE COMPANIES ACT, 2013:

The policy of the Company on directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Sub section (3) of Section 178 of the Companies Act, 2013. We affirm that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the Company.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual evaluation of its own performance, the directors individually, as well as the evaluation of the working of its Committees. At the meeting of the Board all the relevant factors that are material for evaluating the performance of individual Directors, the Board and its various committees were discussed in detail. A structured questionnaire each for evaluation of the Board, its various Committees and individual Directors was prepared and recommended to the Board by Nomination & Remuneration Committee for doing the required evaluation after taking into consideration the input received from the Directors covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, execution and performance of specific duties, obligations and governance etc.

AUDITORS:

STATUTORY AUDITORS:

M/s Ravi Shah & Co., Chartered Accountants, , (Firm Registration No. 121394W), the Statutory Auditors of the Company, has been appointed by the company at its Extra Ordinary General Meeting held on 20th March, 2023 till the conclusion of its 13th Annual General Meeting.

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The Statutory Auditors report for the financial year ended March, 2023 is attached to this report.

No Qualification or Adverse Remarks made in Statutory Report by Statutory auditors for the financial year 2022-2023.

SECRETARIAL AUDITORS:

Your directors have appointed Amrish Gandhi & Associates, Company Secretary, 504, Shivalik Abaise, Opp. Shell Petrol Pump, Anandnagar Road, Satellite, Ahmedabad-380015, as secretarial auditors for the financial year 2022-23.

The Secretarial Audit Report for the Financial Year ended March, 2023 is attached to this report as "Annexure-B".

COST AUDITORS

Provision for appointment of Cost Auditor is not applicable to your company.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

Your Company has established effective internal control systems to ensure accurate, reliable and timely compilation of financial statements, to safeguard assets of your Company and to detect and mitigate irregularities and frauds. Your Companys management has established adequate internal control procedures over financial reporting.

In accordance with the requirements of Section 143(3)(i) of the Act, the Statutory Auditors have confirmed the adequacy and operating effectiveness of the internal financial control systems over financial reporting.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

Details of Loans, Guarantees and Investments under the provisions of Section 186 of the Companies Act, 2013 are given in the Financial Statement of the company.

AUDIT COMMITTEE:

Audit Committee comprises of three members and all members are Independent Directors. All transactions with related parties are on an arms length basis. During the year, there are no instances where the Board had not accepted the recommendations of the Audit Committee.

The composition of the Audit Committee of the Board of Directors of the Company mentioned below:

NAME OF DIRECTORS	DESIGNATION	NATURE OF DIRECTORSHIP
BHAVIN KIRITKUMAR PANDYA	Chairman	Independent Director
JASHUBHAI PATEL	Member	Independent Director
KALPANA D SUTHAR	Member	Independent Director

NOMINATION AND REMUNERATION COMMITTEE:

Nomination and Remuneration Committee comprises of three members of which three, including the Chairman of the Committee, are Independent Directors.

The composition of the Nomination and Remuneration Committee of the Board of Directors of the Company is mentioned below:

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NAME OF DIRECTORS	DESIGNATION	NATURE OF DIRECTORSHIP
BHAVIN KIRITKUMAR PANDYA	Chairman	Independent Director
JASHUBHAI PATEL	Member	Independent Director
KALPANA D SUTHAR	Member	Independent Director

STAKEHOLDER RELATIONSHIP COMMITTEE:

Stakeholder Relationship Committee comprises of three members of which three including the Chairman of the Committee, are Independent Directors.

The composition of the Stakeholder Relationship Committee of the Board of Directors of the Company is mentioned below:

NAME OF DIRECTORS	DESIGNATION	NATURE OF DIRECTORSHIP
BHAVIN KIRITKUMAR PANDYA	Chairman	Independent Director
JASHUBHAI PATEL	Member	Independent Director
KALPANA D SUTHAR	Member	Independent Director

RELATED PARTY TRANSACTIONS:

All the related party transactions entered into during the financial year were on an arms length basis and were in the ordinary course of business. Accordingly, the disclosure of related party transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC-2 which is attached with this report as "Annexure-A".

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

MATERIAL CHANGES:

No material changes and commitments affecting the financial position of the company occurred between the end of the financial year to which this financial statements relate and the date of the report.

CHANGES IN CAPITAL STRUCTURE OF THE COMPANY:

During the Period under review, there is no change in Capital Structure of the Company.

EMPLOYEE STOCK OPTION:

The Company has not issued any shares during the financial year under the Employee Stock Option Scheme.

CASH FLOW ANALYSIS:

The Cash Flow Statement for the year under reference forms part of the Annual Report under Independent Auditor Report.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPOTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

1. CONSERVATION OF ENERGY:

The clause is not applicable.

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2. TECHNOLOGY ABSORPTION:

Your company has not made any efforts towards technology absorption and neither imported any technology nor made any expenditure on research and developments.

3. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Foreign Exchange inflow (Rs.): 1.56 Lakhs

Foreign Exchange outflow (Rs.): 26.63 Lakhs MANAGEMENT DISCUSSION AND ANALYSIS:

ECONOMIC SCENARIO:

For second year running, Over the course of the past year, the global economy has experienced numeruous challenges in the form of geopolitical tension, rising interest rates, high inflation levels. Alongside, the consequences of a sudden surge in COVID-19 cases in China also impacted growth projections. As per the latest estimates by the International Monetary Fund, the global GDP growth rate is estimated to be 3.4% in FY22 showing resilience towards the recessionary fears. On account of these headwinds, supply chain disruptions were also rampant. Moreover, due to geopolitical conflicts, crude oil prices soared, global trade was impacted and inflationary pressures worsened. To rein in inflation, Central Banks across the world, including the US Federal Reserve, responded with synchronised rate hikes. A stronger boost from pent-up demand in numerous economies or a fall in inflation is expected in the course of 2023. The emerging and developing economies of the world are likely to play a major role in accelerating global economic growth. Another silver lining is the fact that global inflation is likely to decline from *8.8% in C.Y. 2022 to 6.6% in C.Y. 2023 and 4.3% in C.Y. 2024.

The Indian economy remained remarkably resilient to global challenges in F.Y. 2022-23. This is evident by robust domestic demand and upbeat investment activity. Sectoral analysis reveals that growth was driven by robust construction activity aided by increased infrastructure investment both by the Central Government and State Governments, which paved the way for large-scale employment opportunities. Building on the gains of first half of the fiscal year, the second half continued to see a gradual upswing in demand and economic activity. While post- covid, private investment recovery is still at a nascent stage, there are early signals, which indicate that India is poised for a stronger investment upcycle in both manufacturing and services sectors. The number of private investment projects under implementation in the manufacturing sector is also steadily growing.

INDUSTRY REVIEW:

The Indian economy is the fifth largest in the and we have our sights set on becoming a $5 trillion economy by 2025. One of the big drivers of this growth is expected to come with the expansion of the logistics industry in India which employs million people and acts as the backbone for multiple industries. Investing in infrastructural development by creating dedicated freight corridors, improving connectivity by road, rail and the sea, and enabling technology driven solutions for improved visibility across the supply chain will be critical if India is to accelerate and sustain GDP growth.

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India is one of the countries with the largest population and an expansive geographical coverage which contributes to many of the factors that influence logistics in the country. The pandemic seen a shift with countless challenges unique to each region. The logistics industry is seeing its fair share ups and downs but trends suggest better growth for this sector in the coming year. As of 2021, the size of the logistics industry in India was valued at $250 billion with the market poised to grow to an impressive $380 billion by 2025, registering a healthy growth rate of 10%-12% year on year. However, the ecosystem is still coming grips with many challenges, with India ranking 44th in the Logistics Performance Index (LPI) released the World Bank, and industry watchers agreeing that the cost of logistics needs to be brought down. The year 2022 was a hit-and-miss for many of the key players in the industry. ICRAs reports suggested a growth rate of 14-17 % for the 21-22 fiscal year Moreover, around 14.4 % of the GDP is accounted for by the logistics industry. A substantial amount the population that are employed work in this sector In India, the cost of logistics hovers around 12% 13% of GDP mark which is much higher compared to BRICS countries, or US and Germany that are at 11%, 9.5 % and 8%, respectively. The Government has already outlined many steps to bring this number down to 8% by 2030, in order to drive enterprise efficiency.

As regards the Union Budget of 2023, expectations center around implementation of plans outlined as part of the National Logistics Policy (NLP) that PM Modi launched in September 2022. Aimed at enhancing economic growth, increasing employment and improving the competitiveness of domestic products in local markets and abroad, the NLP will establish a single-window e-logistics market and promote the seamless movement of goods across the country. This was a natural next step following the Gati Shakti National Master Plan that seeks to urgently improve first and last-mile connectivity, which continues to be a roadblock for e- commerce players, MSMEs across the board. With the unorganized sector amounting to over 90% of the logistics industry, there is a need for less-fragmented communication between various stakeholders. A technology driven framework can bridge the gap between manufacturers, government has bodies, customs, shippers, service providers by enabling information exchange in a secure, confidential and real time or near real time manner, as outlined by the Unified Logistics Interface Platform (ULIP.) The implementation of ULIP will prove to be a game changer in times to come, by improving logistics visibility multi fold, cutting down expensive delays and transports costs, and enhancing enterprise efficiency. And, Indian startups will play a critical role in the strengthening and adoption of this open-source protocol to break communication, promote standardization and service quality assessment, and improve automation for greater reliability and ease of doing business.

There is also a need for better warehousing, cold . storage infrastructure and enhanced first and last mile connectivity to reduce wastage, and of promote quicker transport of goods from port . to port, city to city, from state to state. Cost of - operations will stand to come down by reducing the tax burden on last mile services that currently attracts 18% tax and incentively warehousing. With over 60% of all freight in India transported by road (as compared to the global average of 25%), our highways are the lifeline for goods transport. And initiatives like FASTag are helping cut trucking and transport times. However, in this Union Budget the industry expects a push for the creation of Dedicated Freight Corridors (DFC) and the creation of multi-modal logistics parks, with freight stations, improved connectivity by rail, more efficient trade across state borders.

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REVIEW AND FUTURE OUTLOOK OF THE COMPANY:

The Company is continuously trying to accomplish the desired results. Steps have been taken for cost diminution and quality of work by the Company. The Company will achieve more turnover by various marketing strategies, offering more quality products, launching new products and services etc. in coming years followed by increase in profit margin by way of various cost cutting techniques and optimum utilization of various resources of the Company.

INTERNAL CONTROL SYSTEM:

The Company has proper and adequate system of internal control, commensurate with the size and nature of its business. Regular Internal Audits and Checks carried out and also management reviews the internal control system and procedures to ensure orderly and efficient conduct of business and to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and that transactions are authorized, recorded and reported correctly. The Company has well defined internal control system. The Company takes abundant care to design, review and monitor the working of internal control system. Internal audit in the organization is an independent appraisal activity and it measures the efficiency, adequacy and effectiveness of other controls in the organization. The Audit Committee, comprising Independent Directors, regularly reviews audit plans, significant audit findings, adequacy of internal controls, and compliance with Accounting Standards, among others.

HUMAN RESOURCES:

The Company believes that its people are its most important asset and thus continuously strives to scale up its employee engagement through well structured systems and a visionary HR philosophy. The Company continues to lays emphasis on building and sustaining the excellent organization climate based on human performance. Performance management is the key word for the Company. Pursuit of proactive policies for industrial relations has resulted in a peaceful and harmonious situation in the Company. We are highly focused on developing our employees to perform with the same excellence for the challenges and huge business opportunities that are envisaged in future. The Company firmly believes that intellectual capital and human resources is the backbone of the Companys success.

CAUTIONARY STATEMENT:

Statement in the Management Discussion and Analysis describing Companys objectives, projections, estimates, expectation may be forward-looking statements within the meaning of applicable securities laws and regulations. Actual result could differ materially from those expressed or implied. Important factors that could make a difference to the Companys operation include economic conditions affecting demand/supply and price conditions in the Government regulations, tax laws and other status and other incidental factors.

Further, the discussion following herein reflects the perceptions on major issues as on date and the opinion expressed here are subject to change without notice. The Company undertakes no obligations to publicly update or revise any of the opinions of forward looking statements expressed in this report, consequent to new information future events, or otherwise. Readers are hence cautioned not to place undue reliance on these statements and are advised to conduct their own investigation and analysis of the information contained or referred to this statement before taking any action with regard to specific objectives.

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RISK MANAGEMENT:

The Board of Directors have developed & implemented a robust risk management policy which identifies the key elements of risks that threatens the existence of the Company. The Audit Committee reviews the Companys financial and risk management policies and steps taken by the Company to mitigate such risks.

CORPORATE SOCIAL RESPONSIBILITY:

The Corporate Social Responsibility is applicable to the Company during the period under review and your company and its board has contributes as follows.

Sr. No	Name of Organisation	Amount Spent towards CSR	Remarks, if any
1.	SHREE SHRADDHA EDUCATION AND CHARITABLE TRUST	7.00 Lacs	"Vocational Training for Reaching to unreached"

PREVENTION OF SEXUAL HARASSMENT POLICY:

The Company has in place Prevention of Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. Your Directors state that during the year under review, there were no cases filed pursuant to the aforesaid Act.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, state the following:

• that in the preparation of the annual financial statements for the year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
• that such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2023 and of the profit of the Company for the year ended on that date;
• that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
• That the annual financial statements have been prepared on a going concern basis.
• That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.
• That system to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

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KEY MANAGERIAL PERSON:

Mr. Pravinchandra Gor, Chairman & Managing Director (C&MD), Mr. Alpit Pravinchandra Gor (Wholetime Director) Mr. Hardik Bhavsar, Chief Financial Officer (CFO) and Mr. Mustafa Sibatra, Company Secretary Cum Compliance Officer (CS) are the Key Managerial Personnel of the Company.

ENVIRONMENT AND POLLUTION CONTROL:

The Company is well aware of its responsibility towards a better and clean environment. Our efforts in environment management go well beyond mere compliance with statutory requirements. The Company has always maintained harmony with nature by adopting eco- friendly technologies and upgrading the same from time to time incidental to its growth programmers.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013. The company has adopted Whistle Blower Policy to deal with any instance of fraud and mismanagement. The employees of the company are free to report violations of any laws, rules, regulations and concerns about unethical conduct to the Audit Committee under this policy. The policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination with any person for a genuinely raised concern.

THE CHANGE IN NATURE OF BUSINESS:

There is no material changes in the company held during the year.

PARTICULARS OF EMPLOYEES:

A statement containing the names and other particulars of employees in accordance with the provisions of section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as "Annexure – C" to this report.

EQUITY AND FUND RAISING:

Your Company has taken approval from the members of the company in the Extra-ordinary General Meeting of the Members of the company held on 18th October, 2022 for issue and allotment of 10,02,000 Equity Shares on Preferential Basis to the holders details of which were already provided in the Notice dated 26th September, 2022 calling Extra-Ordinary General Meeting of the Members of the company. However after Stock exchange approval and amount of consideration received from the investors, the board has allotted 4,92,000 (Four Lakh Ninety Two Thousand Only) of face value of Rs. 10/- each at an issue price of Rs. 143/ and issued 7,05,000 (Seven Lakhs Five Thousand) warrants, each convertible into, or exchangeable for, 1 (one) fully paid-up equity share of the Company having face value of Rs. 10/- ( Rupee Ten Only) ("Equity Share") each ("Warrants") at a price (including the Warrant Subscription Price and the Warrant Exercise Price) of Rs. 143/- (Rupees One Hundred Forty Three) each.

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Details of Violation/ Deviations and Management remarks.

Company was required make an application for In-principal approval to the Bombay Stock Exchange (BSE) on the 27th September, 2022 for Preferential Issue of Equity Shares and Share Warrants. However the company has made delay of 31 Days and 34 Days for filing the documents for In-principal approval of Bombay Stock Exchange for Preferential Issue of Equity Shares and Share Warrants. Company has received notice from SEBI in relation to the Adjudication Application filed with the Bombay Stock Exchange for violation of Regulation 160(f) of SEBI (ICDR) (Amendment) Regulations, 2022.

However Company had filed an application with BSE for Condonation of delay in filing applications for in principal approval for our proposed preferential issues. Company has also submitted requisite documents and replies to SCN received from SEBI. After personal hearing and submissions of documents, SEBI Adjudication officer issued final order demanding monetary penalties of Rs. 100000 for delay in filling for In-principal approval for Preferential Issue of Equity Shares and Rs. 100000 for delay in filling for In-principal approval for Preferential Issue of Share Warrants. Your Company has paid the above said penalties as on 01- 09-2023 by indicating not to challenge the order further.

ACKNOWLEDGMENT:

Your Directors are grateful to the Central Government, the State Government, the Registrar of Companies, Gujarat, Securities and Exchange Board of India and other Regulatory Authorities, Bankers, Financial Institutions, Vendors and Customers for their continued support, co- operation and guidance. We would like to express our deep sense of appreciation for the hard work and efforts put in by the employees at all levels. We would like to thank our shareholders for their cooperation and assistance during the year under report.

By order of the Board of Directors RIDDHI CORPORATE SERVICES LIMITED

Sd/-

Place: - AHMEDABAD PRAVINCHANDRA GOR

Date: - 06/09/2023 CHAIRMAN & MANAGING DIRECTOR CIN:L74140GJ2010PLC062548 DIN: 03267951