Risa International Ltd Directors Report

To

The Members,

Risa International Limited

Your Directors have pleasure in presenting the 30th Annual Report of 2024 of the Company together with the Audited Financial Statements for the financial year ended 31st March, 2024.

1. COMPANYS FINANCIAL HIGHLIGHTS:

(Rs. in Lacs)

Particulars	2023-24	2022-23
Total Income	0.00	0.00
Total Expenditure	1477.24	32.16
Profit/loss before exceptional and extraordinary items and tax	(1477.24)	(32.16)
Add: Exceptional Items	0.00	0.00
Profit Before Tax	(1477.24)	(32.16)
Tax	0.00	0.00
Net Profit / (Loss) after Tax	(1477.24)	(32.16)

2. OPERATIONS

No income during the financial year of the Company. Total expenditure of the company in the FY 2023-24 is Rs. 1477.24 lacs as compared to Rs. 32.16 lacs in the FY 2022-23. Company faced loss of Rs. 1477.24 lacs in the FY 2023-24 as compared to loss of Rs 32.16 lacs for the previous FY 2022-2023.

3. DIVIDEND

Your directors do not recommend any dividend during the year under review.

4. TRANSFER TO RESERVES

No amount is proposed to be transferred to reserves during the Financial Year 2023-2024.

5. SHARE CAPITAL

As on 31 March 2024, paid-up share capital of the company stood at Rs.31,90,00,500 consisting of 15,95,00,250 equity shares of face value of Rs.2/- each fully paid-up.

6. MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR

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

7. DEPOSIT

The company has not accepted any public deposits under the provisions of the Companies Act, 2013 (Act).

8. SUBSIDIARIES / JOINT VENTURE / ASSOCIATE COMPANY

The management is in the process of winding up of its wholly owned subsidiary i.e. Risa Universal Ltd., (Hong Kong). 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 NILdetails which forms part of this Annual Report. Further, the Company dont have any associate and joint venture company.

9. RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the financial year were on an arms length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act and the Listing Regulations. There were no materially significant Related Party Transactions made by the Company with Promoters, Directors, Key Managerial Personnel which may have a potential conflict with the interest of the Company at large. Hence there does not exists any details to be mentioned in Form AOC-2 which is attached as "Annoxure -B".

All Related Party Transactions are placed before the Audit Committee for approval. The Company has adopted a Related Party Transactions Policy. The policy as approved by the board is uploaded on the Companys website at https://risainternational.in/Reports/Policies/ Related%20Partv%20Policv.pdf.

10. SECRETARIAL STANDARDS OF ICSI

The company has complied with the requirements prescribed under the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).

11. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the company during the year.

12. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The company has not given any loans or guarantees or made any investments in contravention of the provisions of the Section 186 of the Companies Act, 2013. The details of the loans and guarantees given and investments made by the Company are provided in the notes to the financial statements.

13. STATE OF AFFAIRS OF THE COMPANY

The Company is driven by passionate promoters from the industry engaged in trading of textile, iron and steel and into realty business. Your directors carry out the operations with active care and precaution thereby enhancing stakeholders values.

14. EXTRACT OF ANNUAL RETURN

In accordance with the requirements of Section 92 (3) read with Section 134(3)(a) of the Companies Act, 2013 the Annual Return as on 31st March, 2024 is available on the Companys website https://risainternational.in/Reports/annualReturn.

15. CORPORATE SOCIAL RESPONSIBILITY

The provisions of section 135 of the Companies Act,2013 are not applicable to the company.

16. CORPORATE GOVERNANCE

Your Directors affirm their commitment to good Corporate Governance practices. The report on Corporate Governance as per the requirement of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, together with a certificate from a Practicing Company Secretary and declaration by the Managing Directorform part of this report.

17. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this report Aennexed as "Annexure-C"

18. RISK MANAGEMENT POLICY

The Board of Directors have adopted a risk management policy for the Company which provides for identification, assessment and control of risks which in the opinion of the Board may pose significant loss or threat to the Company. The Management identifies and controls risks through a defined framework in terms of the aforesaid policy.

19. WHISTLE BLOWERPOLICY / VIGIL MECHANISM

There is a Whistle Blower Policy in the Company and no personnel have been denied access to the Chairman of the Audit Committee. The policy provides for adequate safeguards against victimization of persons who use vigil mechanism. The Whistle Blower Policy is posted on the website of the Company https://risainternational.in/Reports/Policies/Whistle-Blower-Policy.pdf.

20. INTERNAL CONTROL SYSTEMS

The internal financial controls of the Company are commensurate with its size, scale and complexity of operations. The company has policies and procedures which inter alia ensure integrity in conducting business, timely preparation of reliable information, accuracy and completeness in maintaining accounting records and prevention and detection of frauds and errors. The Audit Committee actively reviews the adequacy and effectiveness of the internal financial control systems and suggests improvements if any to strengthen the same.

21. ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

During the year, the Company has written off Rs. 1441.26 lakhs receivable from one of the Debtor based on the Order received from Honble National Company Law Tribunal (NCLT), Mumbai Bench, dated 29th August, 2023, wherein the NCLT has dissolved the Debtor under Section 54 of the Insolvency and Bankruptcy Code, 2016 as no assets was available for the purpose of Liquidation.

22. DIRECTORS RESPONSIBILITY STATEMENT

In compliance of section 134(5) of the Act, the directors state that:

(i) in the preparation of the annual accounts the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) they have 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 loss of the company for FY 2023-2024.

(iii) they have taken proper and sufficient care 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.

(iv) they have prepared the annual accounts on a going concern basis.

(v) they have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively.

(vi) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and are operating effectively.

23. DIRECTORS & KEY MANAGERIAL PERSONNEL

(i) Change in Directorate

a. Mrs. Preeti Doshi, (DIN 07741542) was appointed as a (Non-Executive, Independent) Additional Director on 27th May, 2023. Based on the recommendation of the NRC, her appointment as (Non- Executive, Independent) Director for a term of 5 years is proposed at the ensuing 29TH AGM for the approval of the Members by way of Special resolution.

b. Mrs. Priya Jain has resigned from Directorship w.e.f. 28TH July, 2023.

(ii) Number of meetings of Board of Directors

This information has been furnished under Report on Corporate Governance which forms part of this report.

(iii) Committees of Board

This information has been furnished under Report on Corporate Governance which forms part of this report.

(iv) Meeting of Independent Directors

The Independent Directors of the company at their meeting held on 22nd March, 2024 reviewed the performance of non-independent directors and the Board as a whole including the chairman of the company by taking into consideration views expressed by the executive directors and non-executive directors at various level pertaining to the quality, quantity and timeliness of flow of information between the company, management and the board have expressed their satisfaction.

(v) Declaration from Independent Directors

The independent directors have submitted a declaration of independence, stating that they meet the criteria of independence provided under section 149(6) of the Act, as amended, and regulation 16 of the SEBI Listing Regulations. The independent directors have also confirmed compliance with the provisions of rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended, relating to inclusion of their name in the databank of independent directors.

The Board took on record the declaration and confirmation submitted by the independent directors regarding meeting the prescribed criteria of independence, after undertaking due assessment of the veracity of the same in terms of the requirements of regulation 25 of the SEBI Listing Regulations.

(vi) Policy on DirectorsAppointment and Remuneration

The Board has on the recommendation of the Nomination and Remuneration Committee, framed a policy for the selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy and the details pertaining to the remuneration paid during the year are furnished in the Corporate Governance Report which forms part of this report. The policy for appointment of Independent Director and payment to Non-Executive Director is posted on the website of the Company https://risainternational.in/Reports/Policies/Whistle-Blower-Policv.pdf.

(vii) Performance Evaluation

Pursuant to the provisions of the Companies Act, 2013, SEBI Listing Regulations and Circulars and Guidance Notes issued by SEBI in this regard, 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 and Remuneration and other Committees.

24. STATUTORY AUDITORS AND HIS REPORT

M/s. AMS & Co, Chartered Accountants (Firm Reg. No. 130878W) were appointed as Statutory Auditors of the Company till the conclusion of the 31st Annual General Meeting. As per the provisions of Section 139 of the Act, they have confirmed that they are not disqualified from continuing as Auditors of the Company. The Audit Report of M/s. AMS & Co, Chartered Accountants on the Financial Statements of the Company for the Financial Year 2023-24 forms part of this Annual Report. The report does not contain any qualification, reservation, adverse remark or disclaimer.

25. SECRETARIAL AUDITOR AND HIS REPORT

Pursuant to the provisions of section 204 of the Act, the Board has appointed Mr. Suprabhat Chakraborty, practising company secretary (C.P. No. 15878), to undertake secretarial audit of the Company.

A report from the secretarial auditor in the prescribed Form MR-3 is annexed as "Annexure-D" to this Report. The report contains the following observation.

1. 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

Management would like to state that Financial Results have been prepared on Standalone basis as during the year there were no operational activity in the wholly owned subsidiaries.

2. Independent directors of the Company have not clear online self-assessment proficiency test as per the Companies (Appointment and Qualification of Directors) Rules, 2014.

Independent Directors are in process to complete online self-assessment proficiency test as per the Companies (Appointment and Qualification of Directors) Rules, 2014

In addition to the above and pursuant to SEBI circular dated 8 February 2019, a report on secretarial compliance by Mr. Suprabhat Chakraborty for FY2022-2023 has been submitted with stock exchange.

26. COST AUDITOR AND COST AUDIT REPORT:

Appointment of Cost Auditor is not applicable to your Company.

27. INTERNALAUDITOR:

M/s Abhishek R Jain & Co., Chartered Accountant (FRN. 148930WN) were appointed as Internal Auditor for the financial year 2023-24. They have submitted their report based on the internal audit conducted during the year under review.

28. CORPORATE WEBSITE:

The Companys web address is www.risainternational.in. The website contains a complete overview of the Company. The Companys Annual Report, financial results, details of its business, shareholding pattern, compliance with Corporate Governance, contact information of the designated officials of the Company who are responsible for assisting and handling investor grievances, the distribution schedule, and Code of Conduct are uploaded on the website.

29. SEXUAL HARASSMENT

The Company has adopted a policy in line with the requirements of Prevention of Sexual Harassment of Women at the Workplace. No complaint was received during the year under the said policy.

30. PARTICULAR OF EMPLOYEES

Considering the provisions of Section 197(12) of the Act read with the relevant rules and having referred to provisions of the First Proviso to Section 136(1) of the Act, 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 is available for inspection at the Registered Office of the Company during working hours, on any working day. Any member interested in obtaining this information may write to the Company Secretary and this information would be provided on request.

31. CONSERVATION OF ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

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.

32. HEALTH, SAFETYAND ENVIRONMENT

The company considers safety, environment and health as the management responsibility and therefore being constantly aware of its obligation towards maintaining and improving the environment across various spheres of its business activities.

33. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS IMPACTING GOING CONCERN STATUS AND COMPANYS STATUS IN FUTURE

During year no significant and material orders were passed by any regulator or court or tribunal impacting the going concern status and Companys operations in future.

34. ACKNOWLEDGEMENTS

Your Directors place on record their appreciation for the continued co-operation and support extended to the company by the bankers, media professionals, customers and regulatory authorities. Your Directors also place on record sincere appreciation of the continued hard work put in by employees at all levels.

	For and on behalf of Board of Directors
	Sd/-	Sd/-
	Abhinandan Jain	Arihant Jain
Place: Mumbai	Wholetime Director & CFO	Director
Date: 08/08/2024	DIN:03199953	DIN:03288261