To
TheMembers
Ritesh Exports Limited.
The Directors have pleasure in presenting their 25 Annual Report together with Audited
Statement of Accounts of the Company for the year ended 31st March 2017.
1. PERFORMANCE OF THE COMPANY:
During the year under review, the conditions of the Companyhas not changed. The Company
hasnot carried any production and commercial activities.
The Company wa delisted in the Year 2004 and since then the Company is outside the
preview of Compliances of Listed Company. However, as far as practically possible the
Company is attending to ensurelisted requirements as a policy of GoodGovernance, in the
interest of stakeholders.
2. TRANSFER TO RESERVES
No amount is appropriated from Profit and Loss Account and transferred to any Reserve
Account.
3. DIVIDEND
I n the absence of profit your directors are unable to recommend any dividend for the
period under report.
4. SHARE CAPITAL
The paid up Equity Share Capital as on March 31,2017 was Rs.3,25,00,0007-
A) Issue of equity shares with differential rights
During the year under review, the company hasnot issued any shares with differential
voting rights.
B) Issue of sweat equity shares
During the year under review, the company hasnot issuedany Sweat equityShares.
C) Issueof employee stock options
During theyear under review, the Company hasnot issuedany employee stock options.
D) Provision of money by companyfor purchase of its own shares by employees or by
trustees for the benefit of employees.
The Company hasno scheme of provision of money for purchase of its own shares by
employees or by trustees for the benefit of employees. Hence the details under rule 16 (4)
of the Companies (Share Capital and Debentures) Rules, 2014 are not required to be
disclosed.
5. FINANCE
The Companyis not having Terms Loans during the current year.
6. FIXED DEPOSITS
Your company hasnot accepted any Deposits from the Public during the year under review.
7. REGISTER OF CONTRACTS OR ARRANGEMENTS IN WHICH DIRECTORS ARE INTERESTED.
There wasnotransactions attracting the provisions of Section 189 of the Companies Act
2013.
8. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
I n the absenceof profit, the Companycould not participate in Corporate Social
Activities.
9. EMPLOYEES
The Companyhasno employees covered under section 134(3)(e) of the Companies Act, 2013
during the period under review.
10. BUSINESS RISK MANAGEMENT
The Companyhasnot carried anycommerical activities during the year under review. The
Company is at the risk of inoperativeness. TheBoard is hopeful in carrying activities in
the forth coming financialyear.
11. INTERNAL CONTROL SYSTEMSANDTHEIR ADEQUACY
The Company hasan Internal Control System, commensurate with the size, scale
andcomplexity of its operations.
12. VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company hasaVigil mechanism named Whistle BlowerPolicy to deal with instances of
fraud andmismanagement, if any. Thedetails of the Whistle Blower Policy is explianed in
the CorporateGovernance Report.
13. SUBSIDIARIES ANDJOINT VENTURES
Pursuant to the provision of Section 129(3)of the CompaniesAct, 2013, there is no
subsidiaries andjoint ventures.
14. FINANCIAL STATEMENTS
The Financial Statementsof the Company prepared in accordance with the
applicableAccounting Standardsissued bythe Institute of Chartered Accountants of India
form part of thisAnnual Report.
15. DIRECTORS
During the year under review, Sri DeepakAgarwal andSri Babu Thomas, Directors retires
by rotation at the ensuring Annual General Meeting and being eligible offers himself for
re-appointment during the Year under review,
Sri. Arun KumarLohia (DIN:00975571) tendered resignation as the Director of the Company
effective from 1 st October 2016.
16. DIRECTORS RESPONSIBILITIES STATEMENT
As required under section 134(3)(c) of the CompaniesAct, 2013 the Directors confirm
that they have
i. Inpreparation ofAnnualAccounts,for the financialyear ended 31st March, 2017, the
applicableAccounting Standardshavebeen followed along with proper explanation relating to
material departures;
ii. The Directors have selected such accounting policies andapptted Xhettx consistently
and made judgements and estimates that are reasonable and prudent soasto give a true and
fair view of the state of affairs of the company at the endof the financialyear ended 31st
March, 2017and its profit or loss of the Company for the year;
iii. The Directors havetaken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the companies Act for safeguarding
the assets of the Company and for preventing anddetecting fraud andother irregularities;
iv. The Directors had prepared the Annual Accounts on a going concern basis.
v. Thedirectors hadlaid down internalfinancialcontrols to befollowedby the company
andthat such internal financial controls are adequate and were operatingeffectively;and
vi. Thedirectors haddevisedproper systems to ensurecompliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
17. RELATED PARTY TRANSACTIONS
Trade Receivables, Trade payable and LoansandAdvancesare subject to confirmation from
parites.
18. PARTICULARS OF LOANS GUARANTEE OR INVESTMENTS
The Company hasnot given any loans, guarantees orsnade investments as per the
provisions of Section 186 of the Companies Act 2013, during the Finanacial Year.
19. SIGNIFICANT AND MATERIAL ORDERSPASSED BYTHE REGULATORS OR
COURTS
There are nosignificant material orderspassed by the Regulators/Courts which would
impact the going concern status of the Company and its future operations during the period
under review.
20. AUDITORS
A. Statutory Auditors
"RESOLVED THAT pursuant to the provisions of Section 139, 142 and other applicable
provisons, if any, of the CompaniesAct, 2013 (the Act) and the Company (Audit andAuditors)
Rules, 2014 ("Rules") (including any statutory modifications or
re-enactmentsthereof for the timebeing n force), the Company hereby ratifies the
appointmenti of M/s. R.B. Kabra Et Company, Chartered Accountants (ICAI Firm Registration
No. 001650 S), asStatutory Auditors of the company to hold office from the conclusion of
this AnnualGeneralMeeting (AGM) tillthe conclusionof the next AGMof the company to be held
in theyear 2018 onsuch remuneration as maybedecided by the Boardof Directors of the
Company from time to time.
"RESOLVED FURTHER THAT the Boardof Directors of the Companybe and s hereby
authorised to do alli such acts, deeds, matters and things as may be considered necessary,
desirable or expedient to give effect to this Resolution".
B. Cost Auditors
Pursuant to provisions of the Section 148 of the Companies Act, 2013 read with
companies (Cost Records and Audit) Rules 2014, Cost Audit is not applicable for the
Financial Year 2016-2017 for thecompany.
C. Secretarial Audit
Pursuant to the provisions of Section204of the CompaniesAct, 2013 and The Companies
(Appointment and Remunerationof Managerial Personnel) Rules, 2014, the company has
appointed M/s Jayaraman Radhakrishna Associates, a firm of CompanySecretaries in practice
to undertake the SecretarialAudit of the Company. TheSecretarial AuditJteport is annexed
herewith as "Annexure - A". It may be noted that the Company was
delisted from Stock Exchanges in the year 2004. As the master data of the Ministry of
CorporateAffairs Website, showing it aslisted Company, the Secretarial udit has requeted
for period under review, as policy of ensuring better compliances.
21. ENHANCING SHARE HOLDERS VALUE
Your Company belives that its Members are among its most important stake holders.
Accordingly, Your Companys operation are committed to the pursuit of achieving high
levels of operating performance and cost competitiveness, consolidating and building for
growth, enchancingthe productive asset and resource base and nurturing overall corporate
reputation.
22. COMMITTIEES
Your Company has Audit Committee, Nomination and Remuneration Committee and
Stakeholders Relationship Committee and the Details are provided in the Coporate
Governance Section.
23. CORPORATE GOVERNANCE REPORT AND MANAGMENT DISCUSSION a ANALYSIS
Since from the date of listing of the Company, the Company has Complied listing
Compliances, as far as practically possible. The Companywas delisted in the year 2004 from
stock Exchanges. It may be noted that, even after it is delisted, the company is trying to
Comply as far as practicable various terms of listing agreements as amended, including the
terms of Regulation 34of the SEBI (Listing obligations and Disclosure Requirements)
Regulations, 2015 the Corporate Governance Report, Management Discussionand Analysis, its
Corresponding Certificates if any, and Corporate Governanceregarding compliance of
conditions of Corporate Governanace are attached seperately and form part of the Annual
Report, asa goodcorporate Governance,to ensure stakeholders comfort.
24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTIONAND FOREIGN
EXCHANGE EARNINGS AND OUTGO.
The information on conservation of energy, technology absorption and foreign exchange
earnings andout gostipulated under Section 134(3)(m) of the CompaniesAct, 2013 read with
Rule, 8 of The Companies(Accounts) Rules, 2014, is
Conservation of Energy : TheCompanyis taking all steps necessary t o minimize energy
consumption. Technology absorption : Not applicable.
Foreign Exchange earnings : Nil. Foreign Exchange Outgo : Nil.
25. EXTRACT OF THE ANNUAL RETURN
The details forming part of the extract of the Annual Returnin form MGT 9 is annexed
herewith as "Annexure - B"
26. PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197read with Rule, 5 of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees
of the Company, will be provided upon request. Interms of Section 136 of theAct, the
Report and Accounts are being sent to the Members and others entitledthereto, excluding
the information on employees particulars which is available for inspection by the
Membersat the Registered Office of the Company during business hours on working days of
the company up to the date of the ensuing Annual General Meeting. If anyMember
isinterested in obtaining acopy thereof, such Member may write to the Director in this
Regard.
27. DISCLOSURE ASPERSEXUAL HARASSMENT OF WOMENATWORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Companyhas Zero tolerance for sexualharassmentat workplaceand has adopted apolicy
against sexual harassment in line with the provision of Sexual Harassment of women at
workplace (Prevention, Prohibition, and Redressal) Act, 2013 and the rules framed
thereunder.
During the financial year 2016-17, the company has not received any complaints
onsexualharassmentandhencenocomplaints remain pending as of 31st March, 2017.
28. ACKNOWLEDGEMENT
The Board of Directors acknowledges the timely help andcontinuingsupport extended by
the Banksand the co-operation of the Executives Staff and workers at all levels.
| AND ON BEHALF OF THE BOARD |
| RITESH EXPORTS LIMITED |
| SURENDER KUMAR AGARWAL |
| Managing Director |
| DIN: 00993413 |
| BABU THOMAS |
| Director |
| DIN: 02252026 |
| Date: 05th August 2017 |
| REGISTERED OFFICE |
| 604, Swapnalok complex, |
| S.D.Road, |
| Secunderabad - 500 003 |
+91-9892691696
