Risa International Ltd Directors Report.

To,

The Members of Risa International Limited

Your Directors have pleasure in presenting the 25th Directors Report of the Company together with the Audited Financial Statements of the Company for the financial year ended 31st March, 2019.

FINANCIAL PERFORMANCE

(Rs. in Lakhs)
PARTICULARS Financial year Financial year
2018-2019 2017-2018
Total Revenue 1.50 1,473.08
Less: Total Expenditure 200.81 1,509.39
Profit/ (Loss) before Tax (199.30) (36.32)
Total Tax Expense - -
Profit/ (Loss) After Tax (199.30) (36.32)

The income from operations decreased to Rs. 1.50 lakhs from Rs. 1,473.08 lakhs in previous year (decreased by 99.90 %). Total expenditure of the Company decreased to Rs. 200.80 lakhs from Rs. 1,509.39 lakhs (decreased by 86.70 %). Loss before and after tax stood at Rs. 199.30 lakhs.

DIVIDEND

Considering the loss incurred in the Company during the year under review, your Directors do not recommend any dividend for the financial year under review.

TRANSFER TO RESERVES

During the financial year under review, this item is explained under the head "Reserves & Surplus" forming part of the balance sheet, as mentioned in Note No. 12.

STATE OF AFFAIRS OF THE COMPANY

The Company is driven by passionate promoters from the industry engaged in textile, garments and collection & processing of iron and steel scraps for recycling with a view to strengthen its existing platforms and building new ones. Figures stated herein above are self-explanatory about the state of affairs of the Company.

DEPOSITS

The Company has not accepted any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Companies Act, 2013 or the details of deposits which are not in compliance with the Chapter V of the Companies Act, 2013 are not applicable to the Company.

CHANGE IN THE NATURE OF BUSINESS; IF ANY

During the financial year under review, there was no change in the nature of business of the Company.

MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments which could affect the Companys financial position have occurred between the end of the financial year of the Company under review and the date of this report. However, one of the Unsecured Creditor of the Company has approached the Court for recovery of outstanding dues. The matter is pending before NCLT, Mumbai.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

The management is in the process of winding up of its wholly owned subsidiary i.e. Risa Universal Ltd., (Hongkong). Since there were no operations during the year under review in the said Subsidiary Company, Consolidated Balance Sheet has not been prepared and hence, a statement containing the salient features of the financial statements and related information of the subsidiaries i.e. Form AOC-1 annexed as Annexure-A is carrying NIL details which forms part of this Annual Report. Further, the Company dont have any associate and joint venture company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report forms an integral part of this Report and gives detail of the overall industry overview, business overview, and performance review and state of affairs of the Company.

CHANGES IN SHARE CAPITAL

During the financial year under review, there were no changes in the issued, subscribed and paid-up share capital of the Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

All related party transactions that were entered into during the financial year under review were on arms length basis and were in the ordinary course of the business. Necessary approvals of Audit Committee and Board of Directors of the Company has been taken in this regard wherever required. There are no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict of interest with the Company at large. Therefore, there does not exist any details to be mentioned in Form No. AOC-2 which is annexed as Annexure-B which forms part of this report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The details of loans, guarantees and investments within the purview or Section 186 of the Companies Act, 2013 read with the Companies (meetings of Board and its Powers) rule, 2014 are given in the Notes Forming part of financial statements.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134 (3) (a) of the Companies Act, 2013, extract of the Annual Return i.e. FORM MGT-9 for the financial year ended 31st March, 2019 made under the provisions of Section 92(3) of the Companies Act, 2013 is attached as Annexure-C which forms part of this Report.

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

i. Retirement by rotation:

In accordance with the provisions of Section 152 (8) of the Companies Act, 2013, Mr. Arihant Jain (DIN: 03288261), Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for his re-appointment. Your Directors recommend his re-appointment.

ii. Declarations by Independent Directors:

The Company has received declarations form all the Independent Directors pursuant to Section 149 (6) of the Companies Act, 2013 confirming their independence vis-a-vis the Company.

iii. Number of meeting of Board of Directors:

During the financial year 2018-19, the Board of Directors met for 4 (four) times on 29.05.2018, 13.08.2018, 13.11.2018, and 13.02.2019. The intervening gap between any two meetings was within the timeframe prescribed under the Companies Act, 2013. The details pertaining to attendance of Directors at Board Meeting are given in Corporate Governance Report which forms part of this report.

iv. Meeting of Independent Directors:

The Independent Directors of the Company at their meeting held on 13th February, 2019 for reviewing the performance of non-independent Directors and the Board as a whole including the Chairman of the meetings by taking into consideration views expressed by the Executive Directors and Non-Executive Directors at various levels pertaining to quality, quantity and timelines of flow of information between the Company, management and the Board.

CORPORATE SOCIAL RESPONSIBILITY

During the financial year under review, the provisions related to Corporate Social Responsibility were not applicable to the Company.

COMMITTEES OF THE BOARD

Currently, the Board has 3 (three) Committees:

a. Audit Committee

b. Nomination and Remuneration Committee

c. Stakeholders Relationship Committee.

The details of the aforesaid committees are given in the Corporate Governance Report which forms part of this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the financial year ended 31st March, 2019, the Board of Directors hereby confirms 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. such accounting policies have been selected and applied consistently and the Directors 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 as at 31st March, 2019 and of the profit/loss of the Company for that financial year;

c. proper and sufficient care was taken 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 annual accounts of the Company have been prepared on a going concern basis;

e. the Company had laid down internal financial controls to be followed by the Company and such financial controls were adequate and were operating effectively;

f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ANNUAL EVALUATION OF DIRECTORS, COMMITTEES AND BOARD

The Board has adopted a mechanism for evaluating its own performance and that of its Committees, including the Chairman of the Board. This exercise was carried out by feedback survey from each directors on parameters such as attendance, contribution at the meeting, Board functioning, composition of Board and its Committees, experience, competencies and governance issues.

STATUTORY AUDITORS AND HIS REPORT

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. Motilal & Associates, Chartered Accountants (Firm Registration No. 106584W), the Statutory Auditors of the Company have been appointed for a term of 5 (five) consecutive years i.e. upto the conclusion of the AGM to be held in the calendar year 2020. The Company has received a confirmation from the said Auditors that they are not disqualified to act as the Auditors and are eligible to hold the office as Auditors of the Company.

The observations / qualifications / disclaimers made by the Statutory Auditors in their report for the financial year ended 31st March, 2019 are self-explanatory and therefore, do not call for any further explanation or comments from the Board.

SECRETARIAL AUDITORS AND HIS 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 Mr. Suprabhat Chakraborty, Practising Company Secretaries

(Membership No. 41030, C.P. No. 15878) to conduct the Secretarial Audit of the Company for the financial year 2018-19. The

Report of the Secretarial Audit Report is annexed herewith as Annexure-D.

Directors explanation on the comments of the Secretarial Auditor for the financial year ended 31st March, 2019 as set out in his Secretarial Audit Report dated 13th August, 2019 is as follows:

Company is having subsidiary incorporated outside India and as per the requirement of Section 129 of the Companies Act, 2013, Company has not prepared the consolidated financial statement.

The Board of Directors of your Company would like to state that the management is in the process of winding up of its wholly owned subsidiary i.e. Risa Universal Ltd., (Hongkong). Since there were no operations during the financial year under review in the said Subsidiary Company, Consolidated financial statement has not been prepared as per the requirement of Section 129 of the Companies Act, 2013.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as prescribed under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014 are given in Annexure-E annexed hereto and forms part of this Report.

RISK MANAGEMENT POLICY

The Board of Directors of the Company has adopted mechanism to identify, assess, monitor and mitigate various risks attached to the business of the Company. Major risks identified pertaining to business and functions of the Company are systematically addressed by taking suitable actions on a continuing basis.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures. The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. 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.

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the financial year under review, no material or serious observation has been received from the Statutory Auditors of the Company for inefficiency or inadequacy of such controls.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy/Vigil Mechanism for the employee to report genuine concerns/ grievances. The Policy is uploaded on the Companys website i.e. www.risainternational.com. The Policy provides for adequate safeguards against the victimization of the employees who use the vigil mechanism. The vigil mechanism is overseen by the Audit Committee.

PARTICULARS OF EMPLOYEES

Considering the provisions of Section 197 (12) of the Companies Act, 2013 read with the relevant rules and having referred to provisions of the first proviso to Section 136 (1) of the Companies Act, 2013 the Annual Report is being sent to the members of the Company, excluding details of particulars of employees and related disclosures. The said information/ details are available for inspection at the Registered Office of the Company during working hours for a period of twenty one days before the date of Annual General Meeting of the Company on any working day provided the member intending to visit for the said inspection has given two days prior notice to the Director of the Company of his/her date and time of visit for the same.

ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

During the financial year under review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

CORPORATE GOVERNANCE

Your Company has successfully implemented the mandatory provisions of Corporate Governance as stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A Report on Corporate Governance along with a certificate from Mr. Suprabhat Chakraborty, Practising Company Secretaries confirming the compliance of conditions of Corporate Governance forms part of this Annual Report.

REPORT UNDER THE PREVENTION OF SEXUAL HARASSMENT ACT

Your Company is committed to provide a safe, healthy and congenial atmosphere irrespective of cast, creed or social class of the employee.

Your Company affirms that during the financial year under review, there were no complaints reported under the Sexual Harassment of Woman at workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENTS AND APPRECIATION

Your Directors take this opportunity to convey thanks to bankers, customers, shareholders, suppliers, business partners/ associates, financial institutions and Central and State Governments and other agencies for extending their consistent support, co-operation and encouragement to the Company.

FOR RISA INTERNATIONAL LIMITED

Sd/- Sd/-
Mr. Abhinandan Jain Mr. Arihant Jain
Whole Time Director & CFO Director
DIN: 03199953 DIN: 03288261
Date : 13.08.2019
Place : Mumbai

Annexure - A

Form AOC-1

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)

Statement containing salient features of the financial statement of subsidiaries or associate companies or joint ventures

Part A: Subsidiaries

(Information in respect of each subsidiary to be presented with amounts in Rs.)

1 Name of the subsidiary Risa Universal Limited (Hong Kong)
2 Reporting period for the subsidiary concerned, if different from the holding companys reporting period Calendar Year
3 Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries Hong Kong Dollar
4 Share capital 1 Hong Kong Dollar
5 Reserves and surplus Nil
6 Total assets Nil
7 Total Liabilities Nil
8 Investments Nil
9 Turnover Nil
10 Profit before taxation Nil
11 Provision for taxation Nil
12 Profit after taxation Nil
13 Proposed Dividend Nil
14 Extent of shareholding (in percentage) 100

1. Names of subsidiaries which are yet to commence operations: Not Applicable

2. Names of subsidiaries which have been liquidated or sold during the year: Not Applicable

Part B: Associates and Joint Ventures

Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures

Name of Associates or Joint Ventures N.A.
1. Latest audited Balance Sheet Date N.A.
2. Date on which the Associate or Joint Venture was associated or acquired N.A.
3. Shares of Associate or Joint Ventures held by the company on the year end N.A.
No. N.A.
Amount of Investment in Associates or Joint Venture N.A.
Extent of Holding (in percentage) N.A.
4. Description of how there is significant influence N.A.
5. Reason why the associate/joint venture is not consolidated N.A.
6. Networth attributable to shareholding as per latest audited Balance Sheet N.A.
7. Profit or Loss for the year N.A.
i. Considered in Consolidation N.A.
ii. Not Considered in Consolidation N.A.

1. Names of associates or joint ventures which are yet to commence operations: Not Applicable

2. Names of associates or joint ventures which have been liquidated or sold during the year: Not Applicable

FOR RISA INTERNATIONAL LIMITED
Sd/- Sd/-
Mr. Abhinandan Jain Mr. Arihant Jain
Whole Time Director & CFO Director
DIN: 03199953 DIN: 03288261
Date : 13.08.2019
Place : Mumbai

Annexure - B

FORM NO. AOC-2

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto

(Pursuant to clause (h) of sub-section (3) of section 134 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014)

1. Details of contracts or arrangements or transactions not at arms length basis – N.A.

(a) Name(s) of the related party and nature of relationship

(b) Nature of contracts/arrangements/transactions

(c) Duration of the contracts/arrangements/transactions

(d) Salient terms of the contracts or arrangements or transactions including the value, if any

(e) Justification for entering into such contracts or arrangements or transactions

(f) date(s) of approval by the Board (g) Amount paid as advances, if any:

(h) Date on which the special resolution was passed in general meeting as required under first proviso to Section 188

2. Details of material contracts or arrangement or transactions at arms length basis - N.A.

(a) Name(s) of the related party and nature of relationship

(b) Nature of contracts/arrangements/transactions

(c) Duration of the contracts/arrangements/transactions

(d) Salient terms of the contracts or arrangements or transactions including the value, if any:

(e) Date(s) of approval by the Board, if any:

(f) Amount paid as advances, if any:

FOR RISA INTERNATIONAL LIMITED

Sd/- Sd/-
Mr. Abhinandan Jain Mr. Arihant Jain
Whole Time Director & CFO Director
DIN: 03199953 DIN: 03288261
Date : 13.08.2019
Place : Mumbai

Annexure – E

Particulars under sub-section (3) (m) of Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are given as under:

A. Conservation of Energy:-

(i) the steps taken or impact on conservation of energy; Company ensures that the operations are conducted in the manner whereby optimum utilisation and maximum possible savings of energy is achieved
(ii) the steps taken by the company for utilising alternate sources of energy; No alternate source has been adopted
(iii) the capital investment on energy conservation equipments; No specific investment has been made in reduction in energy consumption

B. Technology Absorption:-

(i) the efforts made towards technology absorption; No outside technology is used by the Company.
(ii) the benefits derived like product improvement, cost reduction, product development or import substitution; Not Applicable
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year); (a) the details of technology imported: Nil
(b) the year of import: NA
(c) whether the technology been fully absorbed: NA
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and : NA
(iv) the expenditure incurred on Research and Development. Not Applicable

C. Foreign exchange earnings and outgo:-

As regards, the Foreign Exchange earned in terms of actual inflows during the financial year and the Foreign Exchange outgo during the financial year in terms of actual outflows, members are requested to refer to Note No. 29 in notes forming part of accounts for the financial year ended 31st March, 2019.

FOR RISA INTERNATIONAL LIMITED
Sd/- Sd/-
Mr. Abhinandan Jain Mr. Arihant Jain
Whole Time Director & CFO Director
DIN: 03199953 DIN: 03288261
Date : 13.08.2019
Place : Mumbai