Rishi Techtex Ltd Directors Report

To,

The Members, Rishi Techtex Limited

Your Directors have pleasure in presenting their 40th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2024.

FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY:

Particulars	2023-24	2022-23
Total Income	11196.16	10725.11
Profit before Tax	226.60	125.20
Provision for Tax	91.77	13.94
Profit after Tax	134.83	111.26
Total Comprehensive Income for the period	134.83	111.26

DIVIDEND:

To strengthen the cash flow of the Company, the Directors have not considered and recommended any dividend in the year.

RESERVES:

As on March 31, 2024, the reserves and surplus has increased to 2445.41 lakhs as compared to 2310.58 lakhs during the last year.

COMPANYS WORKING DURING THE YEAR:

The company earned total income of 11196.16 lakhs as compared to 10725.11 lakhs earned in the previous year showing increase of 4.39%.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There have been no material changes and commitments affecting the financial position of the Company which have occurred between March 31,

2024 and the date of this Report, other than those disclosed in this Report. There has been no change in the nature of business of your Company.

CREDIT RATINGS:

Subsequent to the end of the financial year under review, the Company has received the following credit ratings from CRISIL vide letter dated

5th June, 2024.

Total Bank Loan Facilities Rated	34 Crore
Long-Term Rating	CRISIL BBB-/Stable
Short-Term Rating	CRISIL A3

SIGNIFICANT AND MATERIAL ORDERS:

Therehavebeennosignificantand material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and the

Companys operations in future.

The Members may re-collect that in the Directors Report of financial year 2019-2020, your Directors placed details of litigation with Enforcement Directorate. The Company has denied all the charges and allegations levelled by the Enforcement Directorate (ED). The Company entered a contract with bonafideintent. During the FY 2018-19 although, the Competent Authority in Enforcement Directorate, Cochin Office passed a provisional order attaching the property of the Company situated at Daman (UT); based on Companys application to the Honble Appellate Tribunal, for Prevention of Money Laundering Act (AT PMLA) New Delhi, The Tribunal has directed that both the parties to maintain a status quo in respect of the said attached property until the next date of hearing.

ADOPTION OF INDIAN ACCOUTING STANDARD (IND AS):

As mandated by the notification of Ministry of Corporate Affairs, dated 16th February 2015 notifying the Companies (Indian Accounting Standard) Rules, 2015, your Company has implemented Indian Accounting Standards ("IND AS") to record financial transactions pursuant to Notification from financial year 2017-2018. During the year 2023-2024; the Company has continued to successfully implement the Ind AS.

SUBSIDIARIES /JOINT VENTURES/ASSOCIATE COMPANIES:

The Company has no subsidiary or joint venture or associate company.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Internal Auditor appointed by the Company, conducts an Internal Audit and monitors and evaluates theefficacy and adequacy of internal control system, its compliance with operating systems, accounting procedures and policies of the Company. Internal Audit Findings and recommendations, areas for improvement are reviewed by the Audit Committee. Based on the report of internal auditor; management undertake corrective action in their respective areas and thereby strengthen the controls.

AUDIT OBSERVATIONS AND EXPLANATION BY THE BOARD:

There were no qualifications, reservations or adverse remarks made either by the Statutory Auditors or by the Secretarial Auditor in their respective Reports. The observations made by the Statutory Auditors read with the relevant notes on accounts are self-explanatory.

REPORTING OF FRAUDS BY AUDITORS:

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the audit committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards Report.

DEPOSITS:

The details relating to deposits, covered under Chapter V of the Act-a) accepted during the year : 45.00 Lakhs b) remained unpaid or unclaimed as at the end of the year : Nil c) whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved; (i) at the beginning of the year - Nil (ii) maximum during the year - Nil (iii) at the end of the year - Nil The details of deposits which are not in compliance with the requirements of Chapter V of the Act: Nil

AUDITORS:

STATUTORY AUDITOR:

In the 39th Annual General Meeting; M/S. HRK & Co., Chartered Accountants, Vapi, Gujarat (FRN : 146985W) were appointed as the Statutory Auditors of the Company for a term of 5 financial years commencing from 2023-2024 to hold office till the conclusion of the 44th Annual General

Meeting of the Company.

Pursuant to Section 139 and 141 of the Act and relevant Rules prescribed there under, your Company has obtained a declaration from the

Statutory Auditors that they meet with the requisite criteria as provided under the provisions of the Companies Act 2013 read with applicable Rules and Advisories, to continue as the Statutory Auditors of the Company for the financial year 2024-2025. The Auditors have also confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the Peer Review Board of the ICAI.

AUDIT REPORT:

As per the provisions of the Companies Act, 2013, the Auditors Report on Financial Statements for the year ended 31st March, 2024 as issued by the Statutory Auditor; M/S. HRK & Co., Chartered Accountants, forms part of this Annual Report.

SHARE CAPITAL:

The paid up Equity Share Capital as on March 31, 2024 was 739.10 Lakhs. There was no change in the Share Capital of the Company during the financial year under report.

As on March 31, 2024, following two directors are holding shares of the Company:

Mr. Abhishek Patel Ms. Aakanksha Patel

EXTRACT OF THE ANNUAL RETURN:

Pursuant to Section 92 of the Act and Rule12 of the Companies (Management and Administration) Rules, 2014, the Annual Return is available on the website of the Company at www.rishitechtex.com under Investor Tab_AnnualReport_Annual Return. You may also check the following link: https://www.rishitechtex.com/Admin/FinancialFile/Annual%20Return%202023%202024.pdf

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

The information required to be disclosed is set out in Annexure ‘A.

BOARD OF DIRECTORS:

Details of Board of Directors:

As on the date of Balance sheet; the Board of Directors of the Company consisted of Four Directors. As the Chairman of the Board is in Executive capacity pursuant to requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, its Board comprises of 50% of the Independent Directors. Out of the Four Directors, One Director is categorized as Promoter- Director, two are Independent Directors appointed pursuant to provisions of section 149 of the Companies Act, 2013 and one is Non-Executive Non-Independent Director. As on the date of Balance sheet; there is no Nominee Director on the Board of the Company. No Director of the Company is either member of more than ten committees and/or Chairman of more than five committees across all Companies in which he is Director and necessary disclosures to this effect have been received by the Company from all the Directors. There is no change in composition of Board of Directors in the FY 2023-2024.

Appointment/Reappointment

The Board on the recommendation of NRC and in accordance with privisions of the Act and SEBI Listing Regulations has re-appointed Mr. Kunal Rastogi (DIN: 01570584) as a Non-Executive Independent Director on the Board for a second term of 5 years, w.e.f. August 09, 2024 subject to approval of Members at this AGM.

The Board on the recommendation of NRC and in accordance with provisions of the Act and SEBI Listing Regulations, has appointed Mr. Pranab Chatterjee (DIN: 10739170) as an Additional Director, Non-Executive with effect from August 12, 2024 proposed to be appointed by approval of members as an Non-Executive Independent Director for a term of five years effective from September 20, 2024 till September 19, 2029. In terms of Section 152(6) of the Companies Act, 2013, Ms. Aakanksha Patel shall retire as a Director by rotation at the forthcoming Annual General Meeting and being eligible, has offered herself for re-appointment. As per the terms of her appointment as a Non-Executive, Non-Independent Director, her re-appointment as a Director on retirement by rotation at the forthcoming Annual General Meeting, would not constitute break in her term as a Non-Executive, Non-Independent Director. Your Directors recommend to members for their approval her re-appointment as a

Director at the forthcoming Annual General Meeting.

The disclosures required pursuant to Regulation 36 of the SEBI Listing Regulations and the Secretarial Standards (‘SS)-2 on General Meetings are given in the Notice of AGM, forming part of the Annual Report.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any.

During the year, in all Four Board Meetings were held i.e. on 29th May, 2023, 14th August, 2023, 8th November, 2023 and 7th February, 2024. The gap between any two Board meetings during the year under review did not exceed one hundred and twenty days. The requisite quorum was present for all the meetings.

The information, as required under Regulation 17(7) read with Schedule II Part A of the SEBI Listing Regulations, is made available to the Board.

The recommendations of the Committees are placed before the Board for necessary approvals. All committee recommendations placed before the Board during the year under review were unanimously accepted by the Board.

Declaration by Independent Director(s):

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) and 25(8) of SEBI (LODR) Regulations, 2015.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied proficiency in terms of Section 150(1) of the Acttheintegrity,expertise, andexperience(including applicable rules thereunder) of all Independent Directors on the Board.

Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

Formal Annual Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("LODR"), the Board has carried out the evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and other Committees. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees,

Board culture, execution and performanceofspecificduties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department.

Code of Conduct:

The Board has laid down a Code of Conduct for all Board members and senior management personnel of the Company, which has been posted on the website of the Company www.rishitechtex.com.

All Board members and senior management personnel have affirmed compliance with the Code for the year ended on March 31, 2024. Declaration to this effect signed by the Managing Director of the Company for the year ended on March 31, 2024 has been included elsewhere in this report.

Familiarization Programme for Independent Directors:

The Company conducts familiarization programs for Independent Directors to enable them to understand their roles, rights and responsibilities. The Independent Directors when they are appointed are given a detailed orientation on the Company, industry, strategy, policies and Code of Conduct, regulatory matters, business, financial matters and human resource matters of the Company.

Details of orientation given to the new and existing Independent Directors in the areas of strategy/industry trends, operations & governance, and safety, health and environment initiatives are available on the website of the Company at www.rishitechtex.com

KEY MANAGERIAL PERSONNELS (KMPs):

As on March, 31, 2024, Mr. Abhishek Patel, Managing Director, Mr. Jagdish Dokwal, Chief Financial Officer and Ms. Gauri Gangal, Company Secretary are the Key Managerial Personnel of your Company. During the financial year under review, there were no changes in the Key Managerial Personnel (KMP) of the Company.

COMMITTEES OF THE BOARD:

The Board of Directors has constituted Committees of the Directors, as mandated by Law, Regulations to deal with specific areas and activities which require an independent expert review of the respective subject matter. The Board Committees are formed with approval of the Board and function according to Terms of Reference and statutory provisions mandating such constitution. These Committees play an important role in the overall management of day-to-day affairs and governance of the Company.

The Board currently has the following Committees:

1. Audit Committee: The Company has a Competent Audit Committee comprising of three Directors out of which two-third are independent directors. Mrs. Sheela Ayyar, having sound financial background and financial expertise is a Chairperson of the Committee with the other members being Mr. Abhishek Patel and Mr. Kunal Rastogi.

The details pertaining to the composition of the Audit Committee, terms of reference, number of meetings of the committee are included in the Corporate Governance Report, which is a part of this report.

2. Nomination & Remuneration Committee:

The Nomination & Remuneration committee consists of three Directors, viz. Mrs. Sheela Ayyar, Ms. Aakanksha Patel and Mr. Kunal Rastogi. Mr. Kunal Rastogi is chairman of the Committee. The Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The same is posted on the website of the Company viz. www.rishitechtex.com.

The Committee approves the remuneration payable to the Managing Director and senior executives. The salient features of the said policy and the details pertaining to the composition of the Nomination & Remuneration Committee, terms of reference, number of meetings of the committee are included in the Corporate Governance Report, which is a part of this report.

3. Shareholders/Investors Grievance Committee:

The Committee consists of three Directors, Mr. Abhishek Patel, Mr. Kunal Rastogi and Ms. Aakanksha Patel. Mr. Kunal Rastogi is the chairman of the Committee. The details pertaining to the composition of the Shareholders/Investors Grievance Committee, terms of reference, number of meetings of the committee held during the period under consideration are included in the Corporate Governance Report, which is a part of this report.

4. Finance Committee:

The Company has a Finance Committee comprising of three Directors viz. Mr. Abhishek Patel, Ms. Aakanksha Patel, and Mr. Kunal Rastogi for looking after the matters pertaining to expansion and finance of the Company. Finance Committee met on 17th January, 2024 during the financial year 2023-24.

Independent Directors Meeting:

During the year under review, the Independent Directors met on 30th January, 2024 inter alia to discuss the evaluation of the performance of all independent directors and the Board of directors as whole. It also evaluates the timelines of flow of information between the Management and the Board that is necessary for the Board to perform its duties effectively.

RISK MANAGEMENT POLICY:

The Company has formed a statement indicating development and implementation of a risk management policy for the Company including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the company.

VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:

The Company has formulated Whistle Blower Policy as per the provisions of SEBI (LODR) Regulations, 2015 to raise any complaint, query and to deal with instance of fraud and mismanagement, if any. No personnel have been denied access to the Audit Committee. The said Policy is available on the Companys website www.rishitechtex.com.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has constituted Internal Complaint Committee (ICC) for all locations to the extent applicable, pursuant to the provisions of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 to consider and resolve all sexual harassment complaints reported by women. The Company has taken adequate care and caution in line with the requirements of the Act. During the year

2023-2024, the Company has not received any sexual harassment complaint.

LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

RELATED PARTY TRANSACTIONS:

The Company has formulated a policy on related party transactions which is available on the website of the Company at www.rishitechtex.com. All related party transactions are placed before the Audit Committee for review and approval. Prior omnibus approval of the Audit Committee is obtained on a quarterly basis for related party transactions which are of repetitive nature and/or entered in the ordinary course of business and are at an arms length.

As per the SEBI Listing Regulations, if any Related Party Transactions (‘RPT) exceeds 1,000 crore or 10% of the annual consolidated turnover of the Company as per the last audited financial statement whichever is lower, would be considered as material and would require Members approval. In this regard, during the year under review, the Company has taken necessary Members approval and has entered into material transaction with related party. All related party transactions entered during the year were in the ordinary course of the business and at an arms length basis. Therefore, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable to the Company for FY 2023-24.

The details of RPTs during FY 2023-24, including transaction with person or entity belonging to the promoter/ promoter group which hold(s) 10% or more shareholding in the Company are provided in the accompanying financial statements. Members may refer to Notes to Accounts (Note No. 35) forming part of the financial statements for transactions with related parties.

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.

SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Sudhanwa S. Kalamkar& Associates, Company Secretary in practice, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor in prescribed Form MR-3 is annexed herewith as Annexure ‘C. There are no qualifications or observations or adverse remarks or disclaimer of financial year 2023-24 which call for any explanation from the Board of Directors.

M/s Sudhanwa S. Kalamkar & Associates, Company Secretaries have been re-appointed to conduct the secretarial audit of the Company for the financial year 2024-25. They have confirmed that they are eligible for the said appointment.

COMPLIANCE WITH SECRETARIAL STANDARDS:

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

CORPORATE SOCIAL RESPONSIBILITY POLICY (CSR):

The provisions of section 135 of the Companies Act, 2013 related to constitution of Corporate Social Responsibility (CSR) Committee and mandate to spend amount as prescribed by statute is not applicable to Company for the financial year 2023-2024 as the Company does not fulfill any criteria set by the provisions of section 135 (1) of the Act.

STATEMENT OF SALIENT FEATURES OF FINANCIAL STATEMENT:

Statement on salient features of Financial Statement in Form AOC- 3 is not required since Entire Annual Report is being sent to all the Shareholders in the manner specified by the regulations.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis on the operations of the Company is provided in a separate section and forms a part of the Annual Report.

LISTING:

The shares of your Company are listed at the BSE Limited. The applicable annual listing fees have been paid to the stock exchange before the due dates.

CORPORATE GOVERNANCE REPORT:

The Company is committed to maintain the highest standards of Corporate Governance and believes in adopting best practices of Corporate

Governance. The report on Corporate Governance as stipulated under the SEBI Listing Regulations together with a certificate from the Secretarial Auditors of the Company confirming compliance with the conditions of Corporate Governance forms part of the Report.

HUMAN RESOURCE DEVELOPMENT AND INDUSTRIAL RELATIONS:

Industrial relations at all plant locations remained harmonious. With an aim at enhancing employees experience, the highest priority was given to people-focused measures and policies in areas of health, safety and wellness of employees and their families, especially in the wake of COVID-19.

In order to drive employee motivation and performance, a structured culture and engagement framework was put in place with focus on three core pillars of Learning and Development, Communication and Connect, and Recognition.

The total number of persons employed in your Company as on March 31, 2024 were 190.

DIRECTORS RESPONSIBILITY STATEMENT:

The Directors Responsibility Statement referred to in clause (c) of sub-section (3) and sub-section (5) of Section 134 of the Companies Act, 2013, shall state that—

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period; (c) the directors had taken proper and sufficientcare for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (d) the directors had prepared the annual accounts on a going concern basis; (e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENTS:

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

By Order of the Board

Abhishek Patel	Sheela Ayyar
Managing Director	Director
DIN: 05183410	DIN: 06656579

 

Date: 12.08.2024