undefined share price Directors report


For the Financial Year 2022-23

Dear Shareholders,

Your Directors have pleasure in presenting the 36th Annual Report and Financial Statements (Standalone & Consolidated) for the financial year ended 31st March, 2023.

FINANCIAL HIGHLIGHTS

The Companys Standalone and Consolidated Financial Performance during the year ended 31 st March, 2023 as compared to the previous years is summarized as below:

Amount (Rs. in lakh)

2022-23 2021-22

Particulars

Consolidated Standalone Consolidated Standalone
Revenue from operations 7221.22 3842.28 18510.12 13617.47
Other Income 379.11 197.56] 1425.11 1240.08
Total Income 7600.33 4039.85 19935.24 14857.55
Depreciation and amortization 55.86 49.32 54.61 46.58
Total Expenses 7379.27 4283.57 15925.82 12358.86
Profit/(Loss) before exceptional, extraordinary items 221.07 (243.72) 4009.42 2498.69
Exceptional Item/ Extraordinary item
Profit & (loss) before tax 221.07 (243.72) 4009.42 2498.69
Tax Expense (309.79) (189.58) (40.59) 124.11
Profit/ (Loss) after tax 530.86 (54.14) 4050.01 2379.10

OPERATIONS AND STATE OF AFFAIRS

Highlights of the Companys financial performance for the year ended 31st March, 2023 are as under:

Standalone

• Operating income including the other income was Rs.4039.85 lakh.

• Profit before tax for the year Rs. (243.72) lakhs.

• Net Profit for the year Rs (54.14) lakhs.

Consolidated

• Operating income including the other income was Rs. 7600.33 lakh.

• Profit before tax for the year Rs. 221.07 lakhs.

• Net Profit for the year Rs. 530.86 lakhs.

The overall performance of the Company during financial year 202223, amid a challenging economic scenario, vindicates the effectiveness of the initiatives undertaken by the Companys Management so as to exploit better business opportunities in near future.

During the period, the Board of Directors in its meeting held on February 08, 2023, gave its approval for the incorporation of wholly owned subsidiary of the Company which was incorporated on 20fh February, 2023 with the name of "RPIL Healthcare Private Limited".

Further, the Company has changed its registered office from "11/5B, First Floor, Pusa Road, New Delhi 110060" to "205, Second Floor, Kirti Mahal, Rajendra Place, New Delhi 110008 effective from 30th May, 2023.

The Board of Directors in its meeting held on 04th May, 2023, have altered the object clause of the Memorandum of Association of the Company to include the objects related to distribution, trading, manufacture, import, export, alter, convert, modify, buy, sell, or otherwise deal in any other manner, in electronic systems and devices. Your Company also proposes to expand its operation in future, therefore, has proposed to add few more objects in the object clause of its memorandum of association ("MOA"). In this regard, requisite resolution for amendment in MOA of the Company is provided in the AGM notice and recommended to the members for their approvals.

ACCOUNTING METHOD

CONSOLIDATED AND STANDALONE FINANCIAL STATEMENTS

The Consolidated and Standalone Financial Statements of the Company have been prepared pursuant to Section 129 of the Companies Act, 2013 ("Act") read with the Companies (Accounts) Rules, 2014 and in accordance with IND AS as notified under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time.

DIVIDEND

The Board has not recommended any dividend during the year under review, in order to retain the same in the business for further growth and projects to be undertaken by the Company and to strengthen the working capital of the Company.

TRANSFER TO RESERVES

During the period under review, the Company had not transferred any amount to Reserves.

INVESTOR EDUCATION AND PROTECTION FUND ("IEPF")

In accordance with the applicable provisions of the Act read with the Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), all unclaimed dividends are required to be transferred by the Company to the IEPF, which remain unpaid or unclaimed for a period of seven years, from the date of transfer to Unpaid Dividend Account.

Further, according to IEPF Rules, the shares on which dividend has not been claimed by the shareholders for seven consecutive years or more shall be transferred to the demat account of the Investor Education and Protection Fund Authority ("IEPF Authority").

During the year under review, no amount of the unclaimed/unpaid dividend and any such share in the Company were due to be transferred to the IEPF Authority.

SHARE CAPITAL AND CHANGES IN SHARE CAPITAL Authorized Share Capital

The Authorised share capital of the Company as on 31st March, 2023 was Rs. 28,15,00,000/- (Rupees Twenty-Eight Crores Fifteen Lakhs Only) divided into 28,15,00,000 (Twenty-Eight Crores Fifteen Lakhs) shares of Re. 1/- each (Rupee One only).

Paid-up Share Capital

The paid-up capital of the Company as on 31st March 2023 stood at Rs. 27,42,07,700/- divided into 27,42,07,700 Equity Shares of Re. 1/- each (Rupee One only). (Out of the aforesaid total paid-up share capital, trading approval of 1,69,13,860 Equity Shares of Re. 1/- each (Rupee One only) was obtained from BSE Limited on April 12, 2023.

During the period under review, 12,86,469 (Twelve Lakhs Eighty-Six Thousand Four Hundred Sixty-Nine) equity shares of Rs. 10/- each (Rupees Ten only) were issued and allotted to Findoc Finvest Private Limited ("Findoc"), a promoter group company, pursuant to the conversion of equal number of 0% Optionally Fully Convertible Debentures ("OFCD") on May 30th, 2022.

Pursuant to the allotment of the aforesaid equity shares, the shareholding of Findoc increased from its existing holding of 72,19,390 (Seventy Two Lakh Nineteen Thousand Three Hundred Ninety) equity shares constituting 29.54 % shares to 85,05,859 (Eighty Five Lakh Five Thousand Eight Hundred Fifty Nine) equity shares constituting 33.06% shares in the Company. Accordingly, the total share paid-up capital of the Company was increased from then existing equity share capital of Rs. 24,44,29,150 (Rupees Twenty four Crore Forty Four Lakh Twenty Nine Thousand One Hundred and Fifty Only) to Rs. 25,72,93,840 (Rupees Twenty Five Crores Seventy Two Lakhs Ninety Three Thousand Eight Hundred and Forty Only).

Thereafter, pursuant to a request received from Findoc on October 06, 2022 for conversion of balance 16,91,386 (Sixteen Lakhs Ninety-One Thousand Three Hundred and EightySix only) OFCDs into Equity Shares, 1,69,13,860 (One Crore Sixty-Nine Lakh Thirteen Thousand Eight Hundred Sixty) equity shares of Re. 1/- each (Rupee One only) were issued to Findoc Finvest Private

Limited on October 7th 2022. Consequent upon conversion of OFCDs into equity shares during financial year 2022-23, Findoc had given an open offer for the Acquisition of upto 6,90,84,020 Equity Shares of Face Value of Re. 1/- each constituting 25.19% of The Expanded Equity Share Capital of the Company from the public shareholders pursuant to the provisions of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended ("SEBI SAST Regulations"). The Company was informed that the aforesaid open offer was duly completed as per the applicable provisions of SEBI SAST Regulations.

The Company had obtained necessary approvals from BSE Limited for the above stated issuance of equity shares.

As on the date of this report, the paid-up capital of the Company stands at Rs. 27,42,07,700 (Rupees Twenty-Seven Crores Forty- Two Lakhs Seven Thousand Seven Hundred Only) divided into 27,42,07,700 (Twenty-Seven Crores Forty-Two Lakhs Seven Thousand Seven Hundred) Shares of Re. 1/- each (Rupee One only).

DEPOSITS FROM PUBLIC

During the year under review, your Company has not accepted/ renewed any deposits within the meaning of Sections 73 to 76A of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

LISTING

During the year, the Company obtained trading approval of 12,22,145 (Twelve Lakhs Twenty-Two Thousand One Hundred and Forty-Five) equity shares of the face value of Rs. 10/- each (Rupees Ten Only) from the BSE Limited on April 06th, 2022. These shares were issued to Findoc Finvest Private Limited ("Findoc"), a promoter group company upon conversion of Optionally Fully Convertible Debentures ("OFCD"). Further, the Company obtained trading approval for 1,69,13,860 (One Crore Sixty-Nine Lakh Thirteen Thousand Eight Hundred Sixty) equity shares of Re. 1/- each (Rupee One only) from the BSE Limited on April 12th, 2023. The said shares were issued to the Findoc upon conversion of OFCDs.

MANAGEMENT DISCUSSION AND ANALYSIS (MD&A) REPORT

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), is presented in a separate section and marked as Annexure VI, forming part of this Annual Report.

CORPORATE GOVERNANCE

Your Company is committed to benchmark itself with global standards for providing good corporate governance. Your Board constantly endeavours to take the business forward in such a way that it maximizes long term value for the stakeholders. The Company has put in place an effective corporate governance system which ensures that the provisions of SEBI Listing Regulations are duly complied with.

Parameters of statutory compliances evidencing the standards expected from a listed entity have been duly observed and a Report on Corporate Governance as well as the Certificate from Secretarial Auditors confirming compliance with the requirements of SEBI

Listing Regulations forms part of Annual Report and marked as Annexure VIII.

Further, the CEO/CFO Certificate as prescribed under SEBI Listing Regulations is also presented in separate section forming part of Integrated Annual Report.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

The Company holds 55% shares in subsidiary partnership firm Finton Homes. The Company further holds 100% shares in its subsidiary viz. RPIL Healthcare Private Limited incorporated w.e.f. 20th February, 2023.

The Consolidated Audited Financial Results for the Financial year ended 31st March, 2023 represent the result of the Company including its subsidiary partnership firm, Finton Homes and wholly owned subsidiary RPIL Healthcare Private Limited. A separate statement containing the salient features of the financial statement of subsidiaries, joint ventures and associates in Form AOC-1 is attached with this annual report as Annexure - XII

The audited financial statement including the consolidated financial statement of the Company and all other documents required to be attached thereto is available on the Companys website and can be accessed at https://www.riteshindustries.us.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMPs) Re-Appointments / Appointments

During the period under review, Mr. Roop Kishore Fatehpuria having DIN: 00887774 and Mr. Kavya Arora having DIN: 02794500, were re-appointed as the Whole-time Directors of the Company in the 35th annual general meeting held on September 30th, 2022, for a period of 3 years with effect from 01 ^ September 2023 till 31 ^ August 2026.

The details of Directors being recommended for reappointment as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are contained in the accompanying Notice convening the ensuing Annual General Meeting of the Company. Appropriate resolution(s) seeking your approval for the re-appointment of Directors are also included in the Notice.

Cessation

During the Financial Year 2022-2023, Mr. Hemant Sood has resigned from the position of Non-Executive Non-Independent Director of the Company with effect from 09th May,2022 and Mr. Deva Pampapathi Reddy has resigned from the position of NonExecutive Independent Director with effect from 12thJuly, 2022.

Further, Board of Directors places on record its sincere appreciation for the support and valuable guidance given by Mr. Hemant Sood and Mr. Deva Pampapathi Reddy during their tenure as Directors of the Company.

Key Managerial Personnel

As on 31st March, 2023 and till the date of signing of this report, Mr. Sanjeev Arora, Managing Director, Mr. Roop Kishore Fatehpuria, Whole Time Director, Mr. Kavya Arora, Whole Time Director, Mr. Deepak Sharma, Chief Financial Officer and Ms. Tarandeep Kaur, Company Secretary & Compliance Officer, are the Key Managerial Personnels of your Company, in accordance with the provisions of Section 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Declaration by the Company

The Company has issued confirmation to its Directors, confirming that it has not made any default under Section 164(2) of the Act, as on 31st March 2023.

Declaration by Independent Directors

The Company has received declarations from all the Independent Directors pursuant to Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1) (b) of the SEBI Listing Regulations confirming that they meet the criteria of independence as prescribed under the provisions of the Act, read with the Schedules and Rules issued thereunder. The Independent Directors have also confirmed that they have complied with the Companys Code of Conduct for Directors and Senior Management Personnel.

In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties.

In the opinion of the Board, they fulfil the condition for appointment/ re-appointment as Independent Directors on the Board. Further, in the opinion of the Board, the Independent Directors also possess the attributes of integrity, expertise and experience as required to be disclosed under Rule 8(5) (iiia) of the Companies (Accounts) Rules, 2014.

REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Act read with Rules 5(1), 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) in respect of Directors/Employees of the Company is set out in Annexure- IV to this Report.

The remuneration paid to the Directors is in accordance with the Remuneration Policy formulated in accordance with Section 178 of the Act and Regulation 19 of the SEBI Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

Remuneration Policy

Pursuant to provisions of Section 178 of the Act and the SEBI Listing Regulations, the Nomination, Remuneration and Compensation Committee ("NRC Committee") has formulated a Remuneration Policy for the appointment and determination of remuneration of the Directors including criteria for determining qualifications, positive attributes, independence of a director, Key Managerial Personnel, Senior Management Personnel and other employees of your Company.

The NRC Committee has approved a policy on appointment and remuneration of Directors including criteria for determining qualifications, positive attributes, independence of a director and other matters provided u/s 178(3), based on the recommendations of the NRC Committee. The broad parameters covered under the Policy are - Company Philosophy, Guiding Principles, Nomination of

Directors, Remuneration of Directors, Nomination and Remuneration of the Key Managerial Personnel (Other than Managing/Whole-time Directors), Key-Executives and Senior Management and the Remuneration of other employees. The Companys Policy relating to appointment of Directors, payment of managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Act is furnished and forms part of this Report.

The detailed Policy is available on the Companys website at https://www.riteshindustries.us/pdf/Nomination%20&%20Remunerati on%20Policv.pdf.

BOARD AND COMMITTEE MEETINGS

During the period under review, 7(Seven) meetings of the Board of Directors were held on 30.05.2022, 16.06.2022, 12.08.2022, 06.09.2022, 07.10.2022, 14.11.2022 and 14.02.2023.

The intervening gap between any two consecutive meetings of the Board was within the stipulated time frame prescribed under the Act and the SEBI Listing Regulations.

Details of meetings held, and attendance of directors are mentioned in Corporate Governance Report, which forms part of this Report.

Board Committees

Your Company has constituted several Committees of the Board which have been established as part of the best corporate governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statutes.

As on 31st March 2023, your Board has 03 (Three) mandatory Committees, namely,

1) Audit Committee,

2) Nomination, Remuneration & Compensation (NRC)

Committee;

3) Stakeholders Relationship Committee (SRC)

Note:

Restructuring Committee (constituted w.e.f. 9th August, 2018) was dissolved at the beginning of the FY 2022-23 w.e.f. 01st April, 2022. In addition to the above, the Company has voluntarily constituted a Corporate Social Responsibility Committee w.e.f. 30th May 2023.

The details with respect to the powers, roles, terms of reference, number of meetings etc. of the Committees held during the financial year 2022-23 and attendance of the members at each committee meeting, are provided in the Corporate Governance Report which forms part of this Report.

All the recommendations made by the Committees of the Board including the recommendations of the Audit Committee were accepted by the Board.

Audit Committee

As on 31st March, 2023, the Audit Committee comprises of 03 (three) members namely, Mr. Surinder Kumar Sood, Independent Director, Mr. Gurpreet Singh Brar, Independent Director and Mr. Roop Kishore Fatehpuria, Executive Director. Mr. Surinder Kumar Sood, Independent Director is the Chairman of the Audit Committee.

All members of the Audit Committee are financially literate and have experience in financial management. The Committee interalia reviews the Financial Statements before they are placed before the Board, internal control system and Reports of Internal Auditors and Compliance of various regulations. The brief terms of reference of the Committee and the details of the Committee meetings are provided in the Corporate Governance Report.

Nomination And Remuneration Committee

As on 31st March 2023, the Nomination and Remuneration Committee comprises of three Independent Directors with Mr. Surendar Kumar Sood as Chairman, Mr. Gurpreet Singh Brar and Mrs. Shweta Sehgal as members. The Committee, inter alia identifies the persons who are qualified to become directors and who may be appointed in senior management. The brief terms of reference of the Committee and the details of the Committee meetings are provided in the Corporate Governance Report.

Stakeholders Relationship Committee

As on 31st March 2023, the Stakeholders Relationship Committee comprises of 03 (three) members, namely, Mr. Surendar Kumar Sood as Chairman (Independent Director), Mr. Roop Kishore Fatehpuria and Mr. Kavya Arora as members. The Committee inter alia reviews the grievance of the security holders of the Company and redressal thereof. The brief terms of reference of the Committee and the details of the Committee meetings are provided in the Corporate Governance Report.

Corporate Social Responsibility ("CSR") Committee

Since the CSR committee is voluntarily constituted on May 30, 2023, no meeting of the CSR committee was held during the financial year 2022-23. The composition of the CSR committee is provided in Annual Report on CSR as annexed with this report (Annexure VII)

PERFORMANCE EVALUATION

Pursuant to the provisions of the Act and Regulation 25(3) & (4) of the SEBI Listing Regulations, the Independent Directors in their meeting held on March 30, 2023, have evaluated the performance of Non-Independent Directors, Chairperson of the Company after considering the views of the Executive and Non-Executive Directors, Board as a whole and assessed the quality, quantity and timeliness of flow of information between the Companys Management and the Board. The NRC Committee has also carried out evaluation of performance of every director of the Company.

On the basis of evaluation made by the Independent Directors and the NRC Committee and by way of individual and collective feedback from the Non-Independent Directors, the Board has carried out the annual performance evaluation of the directors individually as well as evaluation of the working of the Board as a whole and committees of the Board.

The SEBI Listing Regulations mandate the Board of listed companies to monitor and review the Board Evaluation framework. Section 134(3) of the Act read with the Rule 8 of the Companies (Accounts) Rules, 2014 made there under further provides that a formal annual evaluation needs to be made by the Board of its own performance and that of its Committees and individual directors. Schedule IV to the Act read with the Rules issued there under and Regulation 17(10) of the SEBI Listing Regulations states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated.

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees, and individual Directors pursuant to the provisions of the Act and Regulation 17(10) of the SEBI Listing Regulations.

The Board evaluation exercise for financial year 2022-23 was carried out by way of internal assessments done based on a combination of detailed questionnaires and verbal discussions. The questionnaire for evaluation of the performance of Board was based on board composition, experience & competencies, understanding of business and competitive environment, quality of discussion at the board meeting, time spent by the board on the Companys longterm goals and strategies. The questionnaire for evaluation of the committee(s) was based on understanding of the terms of reference, discharge of its duties, performance of the committee, composition of the committee.

Evaluation Outcome

The evaluation brought to notice that the sharing of information with the Board, its timeliness, the drafting of agenda notes and the content thereof as well as the drafting of the minutes were found to be satisfactory. All the Board Members were satisfied with the way the affairs of the Company were conducted.

AUDITORS AND AUDITORS REPORT

Statutory Auditors & their Report

M/s Khandelwal Jain & Co., Chartered Accountants (FRN 105049W) were appointed as Statutory Auditors for one term of 05 (five) consecutive years, at the 33rdAnnual General Meeting of the Company, held on December 28, 2020, for auditing the accounts of the Company from the financial year 2020-2021 to 2024-2025. The requirement to place the matter relating to appointment of auditors for ratification by members at every AGM has been done away by the Companies (Amendment) Act, 2017 with effect from May 07, 2018. Accordingly, no resolution is being proposed for ratification of appointment of Statutory Auditors at the ensuing AGM.

The Statutory Auditors have confirmed that they are not disqualified from continuing as Statutory Auditors of the Company.

The Statutory Auditors Report issued by M/s Khandelwal Jain & Co. along with the standalone and consolidated financial statements of the Company for the financial year ended 31st March 2023, forms part of this Annual Report. The Auditors Report read together with the notes to accounts is self-explanatory and therefore, in the opinion of the Directors, do not call for any further explanation. Further, no qualification, reservation or adverse remark or disclaimer is made by the Statutory Auditor in his report.

Further, there were no frauds reported by the Statutory Auditors to the Audit Committee or the Board under Section 143(12) of the Act.

Secretarial Auditors & their Report

The Board of Directors of the Company at its meeting held on February 14, 2023 appointed, MZ & Associates, Company Secretaries, (Peer Review Firm No. 757/2020) as Secretarial Auditor of the Company for conducting the Secretarial Audit of the Company for the financial year 2022-23 as required under Section 204 of the Act and Rules thereunder read with Regulation 24A of the SEBI Listing Regulations.

Annual Secretarial Audit Report

In terms of Section 204 of the Act and Regulation 24A of the SEBI Listing Regulations, a Secretarial Audit Report given by the Secretarial Auditors in Form No. MR-3 is annexed with this Report as Annexure-1. There are no qualifications, reservations or adverse remarks made by Secretarial Auditors in their Report.

Annual Secretarial Compliance Report

A Secretarial Compliance Report for the financial year ended 31st March, 2023, on compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder, was obtained from MZ & Associates, Secretarial Auditors as required under Regulation 24A of SEBI Listing Regulations, is annexed herewith as Annexure- II.

Cost Records and Cost Audit

The central government has not prescribed the maintenance of cost records under sub-section (1) of section 148 of the Act for the products of the Company and requirement of cost audit as stipulated under the provisions of section 148 of the Act, are not applicable for the business activities carried out by the Company.

Insolvency and Bankruptcy Code, 2016

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the FY 2022-23.

VIGIL MECHANISM/ WHISTLE-BLOWER POLICY

Pursuant to the provisions of Section 177(9) & (10) of the Act and the SEBI Listing Regulations, the Company has framed a ‘Whistle Blower Policy to establish Vigil Mechanism for directors and employees to report genuine concerns. The policy is revised from time to time to align it with applicable regulations and/ or with organisations suitability. The latest policy is available on the website of the Company and the web link of the same is provided in the Corporate Governance Report. This policy provides a process to disclose information, confidentially and without fear of reprisal or victimization, where there is reason to believe that there has been serious malpractice, fraud, impropriety, abuse or wrongdoing within the Company. The Company ensures that no personnel is denied access to the Chairperson of the Audit Committee.

During FY 2022-23, no complaint was received, and no individual was denied access to the Audit Committee for reporting concerns, if any.

Details in respect of adequacy of internal financial controls with reference to the Financial Statements

The Company has robust internal financial controls (IFC) systems commensurate with the nature and size of its business operations and operating effectively and no material weakness exists. The IFC is in line with requirement of the Act, and is intended to increase transparency & accountability in an organisations process of designing and implementing a system of internal control and a system facilitating mapping with role-based authority to business & functional team to ensure smooth conduct of their operations across the organisation.

RISK MANAGEMENT

The Company follows a practice of identification of various risks pertaining to different businesses and functions of the Company. Major risks elements associated with the businesses and functions of the Company have been identified and are being addressed systematically through mitigating actions on a continuing basis.

The Audit Committee periodically reviews and monitors the steps taken by the Company to mitigate the identified risks elements.

ANNUAL RETURN

The Annual Return of the Company as on 31st March, 2023, in prescribed e-form MGT-7 in accordance with Section 92(3) of the Act, read with section 134(3)(a) of the Act, is available on the Companys website at www.riteshindustries.us.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Loans, Guarantees and Investments under section 186 of the Act form the part of the notes to the financial statements provided in this annual report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Your Company has adopted a "Policy on Dealing with and Materiality of Related Party Transactions", in accordance with the provisions of the Act and Regulation 23 of the SEBI Listing Regulations, inter-alia, providing a framework for governance and reporting of Related Party Transactions including material transactions and threshold limits for determining materiality.

The said Policy is also available on the website of the Company at the web-link: https://riteshindustries.us/Related-Partv-Transaction- Policv.pdf

During the year under review, all contracts/ arrangements/ transactions entered into by the Company with related parties were in ordinary course of business and on arms length basis. The Company has not entered into any contracts/ arrangements/ transactions with related parties which qualify as material in accordance with the Policy of the Company on materiality of related party transactions. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2022-23 and hence does not form part of this report.

All transactions with related parties were reviewed and approved by the Audit Committee and are in accordance with the Policy on Related Party Transactions, formulated by the Company.

The details of the related party transactions as per Indian Accounting Standards (IND-AS) - 24 are set out in Notes to accounts to the Financial Statements of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure-V

MATERIAL CHANGES

A. Business

The Company has launched a new project under the name "Hampton Plaza" a commercial complex having approx. 2,00,000.00 sq. ft. Drawings for the same have been submitted to GLADA/PUDA for their approvals. During the financial year 2023-24, a project named "Hampton Estates" spread over 12 acres of land has been launched by the Company, which includes 111 residential plots of 250 square yards each & commercial properties including 25 brand outlets. It is estimated that the project will be completed in the Financial Year 2023- 24 itself. The project is located on NH 5 (Chandigarh- Ludhiana highway) within Municipal Limits of Ludhiana which is around 800 meters away from its existing project Hampton Court Business Park.

B. 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.

All the material information has been provided in this report. CORPORATE SOCIAL RESPONSIBILITY (CSR)

In Compliance of the Section 135 of the Act read with the rules made thereunder, as amended, and applicable from time to time, detailed annual report on CSR activities undertaken by the Company during the year is given as Annexure-VII.

The Company has spent the CSR amount till date. Details of the CSR expenditure has been provided in annual report on CSR annexed with this annual report.

DISCLOSURE ON ONE TIME SETTLEMENT

During the year under review, the Company has not entered into any one-time settlement with the Banks or Financial Institutions who have extended loan or credit facilities to the company.

SIGNIFICANT / MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS, TRIBUNALS AFFECTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

During the period under review, there were no significant and material orders passed by any regulator/court/tribunal impacting the going concern status and the Companys operations in future.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has in place a Policy on Prevention of Sexual Harassment at Workplace, in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and the rules made thereunder.

Internal Complaints Committee(s) ("ICC") at each workplace of the Company, have been set up to redress complaints, if any, received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy.

No complaint was complaint received from any employee of the Company during the FY 2022-23.

SIGNIFICANT DEVELOPMENTS

Although, the Company has achieved various milestones which have already been set out in the Management Discussion and Analysis forming part of the Annual Report, however there were no significant developments during the year under review.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(3)(c) of the Act, the Directors confirm 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 31st March, 2023 and of the profits 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 the 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.

LISTING OF SHARES

The equity shares of your Company are presently listed on the BSE Limited. The listing fee for the year 2023-24 has already been paid to the credit of the stock exchange.

SECRETARIAL STANDARDS

The Company has system to ensure the compliances with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India ("ICSI") and that such systems are adequate and operating effectively.

Pursuant to the provisions of section 118(10) of the Act, the Company has complied with the applicable provisions of the applicable secretarial standards issued by the ICSI and approved by the central government.

REPORTING PRINCIPLE

The financial and statutory data presented in this Report is in line with the requirements of the Act (including the rules made thereunder), Indian Accounting Standards and the Secretarial Standards.

REPORTING PERIOD

The financial information is reported for the period 1st April, 2022 to 31st March, 2023. Some parts of the non-financial information included in this Boards Report are provided as on the date of this Report.

CAUTIONARY STATEMENT

Statements in the Management Discussions & Analysis Report describing the Companys projections, estimates, expectations or predictions may be ‘forward looking statements within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that would make a difference to the Companys operations include demand supply conditions, raw material prices, changes in government regulations, tax regimes and economic developments within the country and abroad and such other factors.

GENERAL

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions or events on these items during the year under review:

a) Receipt of any remuneration or commission from any of its subsidiary companies by the Managing Director of the Company.

b) During the year under review, the Company has not bought back any of its securities/ not issued any sweat equity shares / not provided any Stock Option Scheme to its employees / not issued any equity shares with differential rights.

c) There was no revision of the previous years financial statements during the financial year under review.

d) No fraud has been reported by the Auditors to the Audit Committee or the Board.

PERSONNEL

Your Directors wish to place on record their sincere appreciation for the devoted services of all the employees and workers at all levels and for their dedication and loyalty, which has been critical for the Companys success.

ACKNOWLEDGEMENTS

Your Directors wish to express their grateful appreciation for the valuable support and co-operation received from sub-brokers, business associates, vendors, bankers, financial institutions, investors, stakeholders, registrar and share transfer agent, other business affiliates and media.

The Board places on record its sincere appreciation towards the Companys valued customers for the support and confidence reposed by them in the organization and the stakeholders for their continued co-operation and support to the company and look forward to the continuance of this supportive relationship in future.

Your Directors also place on record their deep sense of appreciation for the devoted services of the employees during the period under review.

By Order of the Board of Directors For Ritesh Properties and Industries Limited

Dated:09.08.2023

sd/- (Sanjeev Arora)

Place: Gurugram

Chairman-Cum-

Managing Director

DIN: 00077748