Rishi Laser Ltd Directors Report.

To,

The Members,

Your Directors have pleasure in presenting their 28th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2020.

FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

(Rs. In Lacs)

Sr. Particulars

2019-20

2018-19

No. Standalone Consolidated Standalone Consolidated
I. Total Income 9328.51 9409.88 14328.42 14378.02
II. Earnings before Interest, depreciation, tax & Exceptional Items (EBIDT) (784.93) (749.09) 941.81 951.67
III. Profit/(Loss) before Tax (289.83) (253.99) 175.73 183.19
IV. Provision for Tax (28.16) (27.87) (167.55) (167.15)
V. Profit/(Loss) after Tax (261.67) (226.12) 343.28 350.34
VI. Total comprehensive income for the period (341.50) (305.95) 239.38 246.44

DIVIDEND

To strengthen the cash flow of the Company, no dividend was considered and recommended for the financial year under review.

COMPANYS WORKING DURING THE YEAR

Your Company continues to pursue the business of fabrication of sheet metal components. The total income earned for the year ended March 31, 2020 was Rs. 93.28 crores as compared to Rs. 143.28 crores in the previous year on standalone basis, Operations during the year have resulted in Earnings before Interest, Depreciation and Tax (EBIDT) of Rs. 84.93 crores compared to Rs. 9.42 crores in the previous year. Loss after tax during the year was at Rs.2.61 crores compared to net pofit of Rs. 3.43 crores incurred in the previous year on standalone basis.

The Company has intended to sale GIDC leased open land situated at Village Manjusar, Taluka Savli, District Vadodara, Gujarat, accordingly Members approval was obtained through Postal ballot for the said transaction pursuant to the provisions of section 180 of the Companies Act 2013. Due to out break of pandemic caused by covid 19 virus, the transaction was delayed but the Company expects that the transaction of sale will be completed in this financial year. With the sale of land, it is expected that, the debt repayment position will improve.

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

In March, the Government of India imposed complete lockdown due to the outbreak of COVID-19 pandemic across the country and ordered temporarily shutdown of all non-essential business resulting in temporarily suspension of operations across various locations. This resulted an impact on the Companys business during the second half of the month of March, 2020.

The novel coronavirus outbreak in the last quarter of fiscal year 2020 has significantly affected the industry across the globe. We at Rishi Laser Limited, have been working on a safety first principle, ensuring that our employees are safe, minimizing disruption of services for all our customers globally and taking all necessary precautions to control the spread of Coronavirus. In view of the lockdown in many of the States/Union Territories across India, operations in many of the Companys locations (manufacturing, warehouses, offices, etc.) had to be scaled down or shut down from the second half of March 2020 and are being operated as per the local guidelines complying with the required social distancing and high hygiene standards. While this has adversely impacted the sales performance in various geographies, we continue to closely monitor the situation and take appropriate action, as necessary to scale up operations, in due compliance with the applicable regulations.

In the view of the management, there are no other material changes or commitments which may affect the financial position of the Company.

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.

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 2019-2020; the Company has successfully implemented the Ind AS.

RESERVES

Reserves and Surplus on standalone basis as on March 31, 2020 were Rs. 2462.05Lacs including Rs.2204.30 Lacs towards revaluation reserve as compared to Rs. 2819.03 Lacs in the previous year including therein equivalent amount as a revaluation reserve.

SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES

As on the date of Balance Sheet, the Company has one subsidiary viz. Rishi Vocational Education Private Limited. The Company has not entered into any joint venture arrangements and does not have any Associate Company.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of your Company for the financial year 2019-20 are prepared as per Indian Accounting Standards ("IND AS") and in compliance with applicable provisions of the Companies Act, 201 3 read with the Rules issued thereunder and the provisions of SEBI (Listing Obligations and disclosure Requirements) Regulations, 201 5. The consolidated financial statements have been prepared on the basis of audited financial statements of your Company and its Subsidiary.

PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARY INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT

The detail of the financial position of the Subsidiary in Form AOC-1 is included in the Consolidated Financial Statement forming part of this Annual Report. Since your Company has adopted Indian Accounting Standard (IND AS) in preparation of financial statements, the financial statements of the Subsidiary are also prepared in accordance with IND AS.

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 at all locations 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 OR COMMENT BYTHE BOARD

There were no qualifications, reservations or adverse remarks made either by the Auditors or by the Practicing Company Secretary in their respective Reports. The observations made by the 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

During the year under report, the Company has not accepted deposits from public under Chapter V of the Act.

STATUTORY AUDITORS

In the 26th Annual General Meeting; M/S. Shah Mehta and Bakshi, Chartered Accountants, Vadodara (FRN: 103824W) 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 31st Annual General Meeting of the Company.

Your Company has obtained a declaration from the Statutory Auditors that they meet with the requisite criteria as provided under the provisions of the Companies Act 2013 read with applicable Rules and Advisories, to continue as the Statutory Auditors of the Company for the financial year 2020-2021.

AUDIT REPORT

As per the provisions of the Companies Act, 2013, the Auditors Report on Standalone and Consolidated Financial Statements for the year ended 31st March 2020 as issued by the Statutory Auditor; M/S Shah, Mehta and Bakshi, Chartered Accountants forms part of this Annual Report.

MAINTAINANCE OF COST RECORD AN D COST AUDIT

The Company is mandated to maintain cost records pursuant to the provisions of Section 148 (1) of the Companies Act, 2013.

Pursuant to the provisions of Section 148 (2) of the Companies Act, 2013, the Board of Directors at its meeting held on 28th July 2020 appointed M/s P.K.Chatterjee & Associates, Cost Accountants (FRN. 101833), as the Cost Auditors for conducting the Cost Audit for the financial year 2020-2021. A resolution seeking members ratification for the remuneration payable to Cost Auditor is included in the Notice convening the 28th Annual General Meeting of the Company.

The Cost Audit report for the financial year ended 31st March 2020; after being taken on record by the Board shall be filled with MCA within the stipulated time.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31,2020 was Rs. 919.26 Lacs. There was no change in the Share Capital of the Company during the financial year under report.

As on March 31, 2020, following two directors are holding shares of the Company:

Mr. Harshad Patel Mr. Dinesh Mehta

EXTRACT OF THE ANNUAL RETURN

The extract of the Annual Return pursuant to the provisions of Section 92 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is furnished in Form MGT-9 as Annexure ‘A to the Report.

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

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

A CONSERVATION OF ENERGY

The Company has implemented energy conservation measures at all plants and offices. The Company is also increasing the awareness within the organization for energy saving.

B. TECHNOLOGY ABSORPTION

The Company is not carrying out any R&D Operations but is assisting its customers in prototyping and developing import substitute items.

TECHNOLOGY ABSORPTION, ADAPTION AND INNOVATION

The Company has not imported any Technology.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

The earning in foreign exchange amounts to Rs. 40.16 Lacs. The expenditure in foreign currency on account of components & spare parts amounts to Rs. 2.25 Lacs.

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 Obligation 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 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 has been received by the Company from all the Directors.

Change in Directors:

I. Mr. Vasant Goray (DIN 00176609) retires by rotation in this Annual General Meeting and offers himself for reappointment.

II. The approval of members of the Company is sought in ensuing AGM to approve the re-appointment and remuneration of Mr. Harshad Patel (DIN: 00164228) as Managing Director of the Company for a period of three (3) years commencing from 01st April, 2020 till

31st March, 2023, at a minimum consolidated remuneration (including perquisites except those mentioned in Section IV of Part II of Schedule V) not exceeding Rs. 10 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. Harshad Patel.

Details of the meetings of the Board of Directors

During the year, in all five Board Meetings were held on 30th May, 2019, 12th August, 2019, 25th September, 2019, 14th November, 2019 and 12th February, 2020. The time gap between any two meetings was not more than 120 days.

The details of Directors and their attendance record at Board Meetings held during the year, at last Annual General Meeting and number of other directorships and chairmanships/memberships of committees is given below:

Name Category Other Directorships in Public Cos. Committee Membership/ Chairmanship #(incl. RLL) Attendance At Board Meetings Attendance at Last AGM Shareholding of Non-Executive Directors (as on 31.03.2020)
Mr. Harshad Patel DIN 00164228 Promoter/ Executive Nil 2 5 Yes -
Mr. Vasant Goray DIN 00176609 Non-Promoter/ Non-executive Nil 2 3 Yes -
Mr. Dinesh Chandra Mehta DIN 00509447 Non-Promoter/ Independent Nil 3 5 Yes 19500
Ms. Sheela Ayyar DIN 06656579 Non-Promoter/ Independent 1 2 5 Yes

-

# While considering the memberships/chairmanships only Audit Committee and Shareholders and Investor Grievance Committee are considered.

# Mr. Vasant Goray was appointed as Non-Executive Director of the Company w.e.f. 25th September, 2019.

# Mrs. Sheela Ayyar was appointed as Independent Director of the Company w.e.f. 25th September, 2019.

Declaration by an Independent Director(s)

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

Formal Annual Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure

Requirements) Regulations 2015 LODR, the Board has carried out evaluation of its own performance on the annual basis 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.rishilaser.com

All Board members and senior management personnel have affirmed compliance with the code for the year ended on March 31, 2020. Declaration to this effect signed by the Managing Director of the Company for the year ended on March 31, 2020 has been included elsewhere in this report.

Familiarization Programme for Independent Directors

Every Independant Director is issued a Letter Of Appointment setting out terms and conditions, duties and responsibilities of Director. They are also updated with the developments in the business of the Company at each Board Meeting. Independent Directors can meet and discuss with senior management of the Company and get access to any information relating to the Company. During the Financial Year ended 31st March, 2020 the Company Conducted a Familiarisation Programme for Independent Directors which was attended by all the Independent Directors of the Company.

KEY MANAGERIAL PERSONNELS (KMP)

As on March, 31, 2020, Mr. Harshad Patel, Managing Director, Mr. Ganesh Prasad Agrawal, Chief Financial Officer and Compliance Officer are the Key Managerial Personnels of your Company.

Changes in the Key Managerial Personnels (KMP) of the Company.

Ms. Supriya joshi, Company Secretary and Compliance Officer of the Company has resigned with effect from the close of working hours on 30th November, 2019 and Mr. Ganesh Agrawal has been appointed as Compliance officer of the Company with effect from 2nd December, 2019.

The Board at its Meeting held on 12th February 2020 has passed a resolution for re-appointment of Mr. Harshad Patel as the Managing Director w.e.f. April 01, 2020.

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 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. Mr. Dinesh Mehta is the Chairman of the Audit Committee has expertise in the field of finance and accounts. The other members of the Committee are Mr. Harshad Patel and Mrs. Sheela Ayyar. Mr. Vasant Goray ceased to be a member w.e.f. 24th September, 2019.

The main functions of the Audit Committee were:

a. Reviewing Financial Statements before submission to the Board.
b. Reviewing internal control system and recommending improvement.
c. Recommending appointment of Statutory Auditors and fixing Audit fees.
d. Discussing with statutory Auditors the scope of Audit, conducting post audit discussions to ascertain area of concern.

While reviewing the financial statements the committee focused on:

1. changes in accounting policies and reasons thereon.
2. compliance with accounting standards.
3. compliance with listing and other regulations.
4. related party transactions.

The Meetings were attended by all the Members of the Committee.

During the financial year 2019-20, the committee met on 30th May 2019, 12th August 2019, 10th September 2019, 25th September 2019, 14th November, 2019 and 12th February 2020.

2. Nomination & Remuneration Committee:

The Nomination & Remuneration committee consists of three Directors, Mrs. Sheela Ayyar, Mr. Vasant Goray and Mr. Dinesh Mehta. Mr. Dinesh Mehta is the chairman of the Committee.

The Board has on the recommendation of 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 www.rishilaser.com. Nomination & Remuneration Committee approves the remuneration payable to the Managing Director and senior executives. The salient features of the said policy are as under:

POLICY FOR APPOINTMENT AND REMOVAL OF

DIRECTOR, KMP AND SENIOR MANAGEMENT

1. Appointment Criteria and Qualification

a) The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend to the Board his / her appointment.
b) A person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person is sufficient / satisfactory for the concerned position.
c) The Company shall not appoint or continue the employment of any person as Wholetime Director who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution based on the explanatory statement annexed to the notice for such motion indicating the justification for extension of appointment beyond seventy years.

2. Term / Tenure

a) Managing Director/Whole-time Director: The Company shall appoint or re-appoint any person as its Executive Chairman, Managing Director or Executive Director for a term not exceeding five years at a time. No reappointment shall be made earlier than one year before the expiry of term.

b) Independent Director: An Independent Director shall hold office for a term up to five years on the Board of the Company and will be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the Boards report. No Independent Director shall hold office for more than two consecutive terms of upto maximum of 5 years each, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director. Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly. At the time of appointment of Independent Director it should be ensured that number of Boards on which such Independent Director serves is restricted to seven listed companies as an Independent Director and three listed companies as an Independent Director in case such person is serving as a Whole-time Director of a listed company or such other number as may be prescribed under the Act.

3. Evaluation

The Committee shall carry out evaluation of performance of every Director, KMP and Senior Management Personnel at regular interval (yearly).

4. Removal

Due to reasons for any disqualification mentioned in the Act or under any other applicable Act, rules and regulations there under, the Committee recommends, to the Board with reasons recorded in writing, removal of a Director, KMP or Senior Management Personnel subject to the provisions and compliance of the said Act, rules and regulations.

5. Retirement

The Director, KMP and Senior Management Personnel shall retire as per the applicable provisions of the Act and the prevailing policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management Personnel in the same position/remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.

POLICY FOR REMUNERATION TO DIRECTORS/KMP/ SENIOR MANAGEMENT PERSONNEL:

1. Remuneration to Managing / Whole-time/ Executive / Managing Director, KMP and Senior Management Personnel: The Remuneration/ Compensation/ Commission etc. to be paid to Director / Managing Director etc. shall be governed as per provisions of the Companies Act, 2013 and rules made there under or any other enactment for the time being in force.

2. Remuneration to Non-Executive / Independent Director: The Non-Executive Independent Director may receive remuneration / compensation / commission as per the provisions of Companies Act, 2013. The amount of sitting fees shall be subject to ceiling/ limits as provided under Companies Act, 2013 and rules made there under or any other enactment for the time being in force.

The terms of reference to the Committee broadly are as under:

The Board has formed the Nomination and Remuneration Committee which ensure effective Compliance of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The main functions of the Committee are as follows:

• Reviewing the overall compensation policy, service agreements and other employment conditions of Managing/Whole-time Director(s) and Senior Management (one level below the Board):
• to help in determining the appropriate size, diversity and composition of the Board;
• to recommend to the Board appointment/ reappointment and removal of Directors;
• to frame criteria for determining qualifications, positive attributes and independence of Directors;
• to recommend to the Board remuneration payable to the Directors (while fixing the remuneration to Executive Directors the restrictions contained in the Companies Act, 2013 is to be considered);
• to create an evaluation framework for Independent Directors and the Board;
• to provide necessary reports to the Chairman after the evaluation process is completed by the Directors;
• to assist in developing a succession plan for the Board;
• to assist the Board in fulfilling responsibilities entrusted from time-to-time;
• delegation of any of its powers to any Member of the Committee or the Compliance Officer.

Details of remuneration package of the Managing Director: (As prescribed by Schedule V of the Companies Act 2013)

Period : Three years from 01.04.2017
Salary : Rs. 5,00,000/-
HRA : Rs. 2,50,000/- (upto 50% of Salary)
Others : Rs. 1,50,000/-
Besides the above the Managing Director is entitled to perquisites such as PF, Gratuity and LTA.
Actual remuneration received by the Managing Director for the year 2019-20:
Mr. Harshad Patel - Rs. 108 Lacs

Non - Executive Directors are paid Rs.2500/- per Board Meeting attended and Rs. 2500/- per Audit Committee Meeting attended.

During the year, One Nomination & Remuneration Committee Meeting was held on 12th August, 2019 and 2nd February, 2020.

3. Shareholders/ Investors Grievance Committee:

The Committee consists of three Directors, Mr. Harshad Patel, Mr. Vasant Goray and Mr. Dinesh Mehta. Mr. Dinesh Mehta is the chairman of the Committee.

The Committee has been constituted to look into Redressal of Shareholders Complaints and correspondence with SEBI and the Stock Exchange. The Committee also takes on record the requests received for transfer, transmission, dematerialization, rematerialzation, issue of duplicate share certificates etc. requests received from shareholders and hold its Meetings at such duration as may be required. There are no complaints pending with the Company.

4. Compensation Committee:

The Company has a Compensation Committee of Directors comprising of three Directors viz. Mr. Harshad Patel, Mr. Vasant Goray and Mr. Dinesh Mehta for implementation of Employee Stock Option Scheme-2006.

5. Finance Committee:

The Company has a Finance Committee comprising of three Directors viz. Mr. Harshad Patel, Mr. Vasant Goray, and Mr. Dinesh Mehta for looking after the matters pertaining to expansion and finance of the Company.

During the year, two Finance Committee Meetings were held i.e. 12th July, 2019, 10th September, 2019.

Independent Directors Meeting

During the year under review, the Independent Directors met on 1 0th October, 201 9 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 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. The details of the said policy are explained in the Corporate Governance Report and circulated to the employees internally.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (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. The Company has taken adequate care and caution in line with the requirements of the Act. During the year 2019-2020 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

All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business.

Pursuant to section 134 read with rule of the Companies (Accounts) Rules 2014, there are no transactions to be reported under section 188(1) of the Companies act, 2013. The related party policy as approved by the Board is available on the website of the Company.

The disclosure in Form AOC-2 as per the provisions of Section 188 of the Companies Act, 2013 and rules made there under is not required since there are no material contracts or arrangements entered into by the Company as per the Policy of Materiality framed forming part of Related Party Transaction policy of the Company.

Related Party Transactions as required under Accounting Standards are reported under the notes to the financial statements.

The policy for determining material subsidiary and policy for dealing with related party transaction is available on the website of the Company at www.rishilaser.com

PARTICULARS OF EMPLOYEES

During the year, there was no employee in receipt of remuneration prescribed in the Rule 5 (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

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.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 124 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund ) Rules, 2016 ("the Rules"), there is no amount due which is required to transfer to IEPF.

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 Sudhanwa S. Kalamkar & Associates, Company Secretary in practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor is annexed herewith as Annexure ‘C.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the financial year, your Company has complied with applicable Secretarial Standards issued by Institute of Company Secretaries of India.

EMPLOYEE STOCK OPTION PLAN- 2006

The information in respect of the Employee Stock Option Plan- 2006 of the Company is not required as the Company has not made any changes in the scheme to make it in line with the provisions of the Companies Act 2013 and hence no further allotments are made under ESOP.

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 2019-20 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.

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; and

(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.

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.

CORPORATE GOVERNANCE REPORT

The Company has availed an exemption for the financial year 2019-2020 on the basis of Paid-Up Capital and Net Worth as on the last day of preceding financial year i.e. 31st March 2019 pursuant to Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended with regard to compliance of certain Corporate Governance requirements, submission of Corporate Governance Report pursuant to Regulation 27 of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has complied with the mandatory corporate governance requirements as applicable under other statutes and laws and certain requirements have been voluntarily adopted as a good corporate governance practice.

The inclusion of separate section of Corporate Governance in the Annual Report is not mandatorily required for the financial year under review. However, certain details are provided elsewhere in the report for the information of stakeholders.

CORPORATE GOVERNANCE CERTIFICATE

As referred in the earlier section of Corporate Governance Report, since the Company has availed an exemption under regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 201 5, it is not required to attach the Compliance certificate on Corporate Governance.

ACKNOWLEDGEMENTS

The Directors place on record their appreciation of the efficient and loyal services rendered by the Staff and workmen and also acknowledge the help, support and guidance from the various Statutory Bodies, Government and Semi- Government Organisations and ARC and thank our customers, suppliers, investors for their continuous support during the year.

Date: 28th July, 2020
Place: Mumbai By Order of the Board
For Rishi Laser Limited
Harshad Patel
Chairman of the Board