TO THE MEMBERS,
The Directors have pleasure in presenting their Thirty-Fourth Annual Report, together with the Audited Statement of Accounts for the financial year ended 31st March, 2019.
Pursuant to the notification dated 16th February, 2015 issued by the Ministry of Corporate Affairs, the Company has adopted the Indian Accounting Standards (‘‘Ind AS’’) notified under the Companies (Indian Accounting Standards) Rules, 2015 with effect from 1st April, 2017.
FINANCIAL SUMMARY
The summarized financial results of the Company for the year ended 31st March, 2019 are presented below:
(Rs in Lacs)
|
Particulars
|
2018-2019
|
2017-2018
|
|
Sales and other income
Profit before Depreciation, Finance Cost and Tax
Less:
Depreciation
Finance Cost
Profit before Tax
Less: Provision for Tax (Including Income Tax, Prior period tax and Deferred Tax) Profit after Tax
Add: Other Comprehensive Income
Total Comprehensive Income carried to Other Equity
|
6299.18
921.83
45.08
25.88
850.87
120.73
730.14
(3.01)
727.13
|
6373.44
1278.32
63.38
25.05
1189.89
382.38
807.51
(4.92)
802.59
|
REVIEW OF OPERATIONS
Your Company’s Sales turnover was Rs. 6064.89 lacs in the year under review as compared to Rs. 6028.27 lacs in the previous year. Other income in the year under review was Rs. 234.29 lacs as compared to Rs.345.17 lacs in previous year primarily due to fluctuation in value of the investment portfolio.
The Profit before tax (PBT) for the period under review has decreased from Rs. 1189.89 lacs in the previous year to Rs. 850.87 lacs in current year.
EVENTS OCCURING AFTER THE BALANCE SHEET DATE
There are no material changes or commitments, between the end of the financial year to which the financial statements relate and the date of this report, that affects the financial position of the Company.
DIVIDEND AND TRANSFER TO RESERVES
The Board of Directors of the Company recommend, for consideration of shareholders, at the 34th Annual General Meeting, payment of dividend @ 12% (Re. 1.20/- per share) on the Equity Shares of face value of Rs. 10/- each for the year ended 31st March, 2019. The dividend paid during the previous year was 12% (i.e. Re. 1.20 per share). An amount of Rs. 23.93 lakhs would be paid as dividend distribution tax on the dividend.
The Board proposes to transfer an amount of Rs. 10 lakhs (Rupees Ten Lakhs) to the General Reserve.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
In accordance with Section 124 and 125 of the Companies Act, 2013 and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 and amendments thereof, dividend amount of Rs. 343,901/- for the financial year 2010-11 which remained unclaimed / unpaid for a period of seven years has been transferred to the Investor Education and Protection Fund (IE&PF) during the year. Further, 10,700 shares pertaining to such unclaimed / unpaid dividend for financial year 2010-2011 have also been transferred to the IE&PF Authority as per the statutory provisions. Dividend amount of Rs. 158,700/- for the financial year 2017-18 in respect of the shares transferred to IE&PF Authority has also been transferred to the designated IE&PF bank account during the year.
Your Company has appointed the Company Secretary of the Company, Mr. Agnelo A. Fernandes, as the Nodal Officer under the aforesaid IE&PF Rules. Further details pertaining to IE&PF transfer are available on the IE&PF website : www.iepf.gov.in and on the Company website on the following weblink - http://www.rishiroop.in/ investors/corporate-governance/downloads/
DIRECTORS
In terms of the Articles of Association of the Company and the Companies Act, 2013, Mr. Atul R. Shah (DIN: 00004528), Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for reappointment.
Mr. Shah is a fellow member of the Institute of Chartered Accountants of India (ICAI), and has 44 years of experience in the field of Corporate Laws, Taxation, Accounts, Finance and Management.
Mr. Shah is Director of Rishichem Distributors Private Limited and Rishi Foods Private Limited. Other than this, he does not hold any directorships and membership of any committees of the Boards of Directors of any other companies except Rishiroop Limited.
The Board considers that his continued association would be of immense benefit to the Company, and it is desirable to continue to avail services of Mr. Shah as non-executive Director. Accordingly, the Board of Directors recommends his reappointment as Director of the Company.
Members approval is sought by way of Special Resolution for the re-appointment of Mr. Aditya A. Kapoor, Managing Director of the Company, for a term of 3 years from 1st April, 2019 upto 31st March, 2022. Particulars relating to his appointment have been given in the Notice for the 34th Annual General Meeting and explanatory statement annexed thereto.
Members approval is also sought by way of Special Resolution for re-appointment of Mr. Dilipkumar P. Shah, independent director of the Company, for a second term of 5 years with effect from 1st April, 2019 upto 31st March, 2024. Particulars relating to his appointment have been given in the Notice for the 34th Annual General Meeting and explanatory statement annexed thereto.
All the appointments of Directors of the Company are in compliance with the provisions of Section 164 of the Companies Act, 2013.
All Independent directors have given the declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013, and clause 16(b) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. Further, all Directors and senior management personnel have confirmed compliance with the Code of Conduct for Directors and senior management personnel.
The relevant details of the Directors, and their attendance at Board and Committee meetings are given in the Corporate Governance Report attached herewith.
ANNUAL EVALUATION OF THE BOARD
The Independent Directors, during their separate meeting held on 2nd February, 2019, and the Board in its meeting also held on 2nd February, 2019, conducted a Formal Evaluation of the performance of the Chairman, Managing Director, Non-Executive Director, Independent Directors, the Board as a whole and also that of its Committees in accordance with the requirements of Sec. 134(3)(p) of the Companies Act, 2013, and as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The manner in which formal annual evaluation of the performance of the Board, its Committees and of individual directors has been made is summarized below:
1. Nomination and Remuneration Committee of the Board had prepared and sent through its Chairman, draft parameterized feedback forms for evaluation of the Board, Independent Directors, Managing Director, NonExecutive Director and Chairman.
2. Independent Directors at a meeting without anyone from the non-independent directors and management present, considered/evaluated the Board’s performance, performance of the Chairman and other nonindependent Directors.
3. The Board subsequently evaluated performance of the Board, the Committees and Independent Directors (without participation of the concerned director).
NO. OF MEETINGS OF THE BOARD
The details of the number of meetings of the Board held during the financial year 2018-19 forms part of the Corporate Governance Report.
AUDIT COMMITTEE
The details on the Audit Committee and its meetings during the financial year 2018-19 forms part of the Corporate Governance Report.
CORPORATE GOVERNANCE REPORT
As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Corporate Governance Report with the Auditors’ Certificate thereon are attached hereto and form part of this Report.
MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis is attached hereto and forms part of this Report.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE
There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the company and its future operations.
DEPOSITS
During the year, your Company has not accepted deposits from the Shareholders and others, and has complied with the provisions of Section 73 of the Companies Act, 2013 and the Rules made thereunder.
DIRECTORS’ RESPONSIBILITY STATEMENT U/S 134(5) OF THE COMPANIES ACT, 2013
Pursuant to the provisions of Section 134(5) of Companies Act, 2013, as amended, with respect to the Directors’ Responsibility Statement, it is hereby confirmed that:
1) In the preparation of the accounts for the financial year ended 31st March, 2019, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;
2) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2019 and of the profit and loss of the Company for the year ended 31st March, 2019;
3) The Directors have taken 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 and detecting fraud and other irregularities;
4) The Directors have prepared the annual accounts for the financial year ended 31st March, 2019 on a going concern basis.
5) 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.
6) 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.
REPORTING OF FRAUDS
Pursuant to the provisions of Section 134(3)(ca) of Companies Act, 2013, it is hereby confirmed that during the year 2018-19 there have been no frauds reported by the auditors.
STATUTORY AUDITORS
M/s Jayesh Dadia & Associates LLP, Chartered accountants (Registration No.: 121142W), were appointed as Statutory Auditors at the 32nd Annual General Meeting, till the conclusion of 37th Annual General Meeting of the Company (subject to ratification of the appointment by the members at every AGM).
As required under the provisions of Section 139(1) of the Act, the Company has received a written consent from M/s Jayesh Dadia & Associates LLP, Chartered Accountants, for their appointment and a Certificate, to the effect that their re-appointment, if made, would be in accordance with the Act and the Rules framed thereunder, and that they satisfy the criteria provided in Section 141 of the Act. Your Board recommends ratification of their appointment as the Statutory Auditors at the Annual General Meeting.
The Companies (Amendment) Act, 2017 read with Notification S.O. 1833(E) dated 7th May, 2018 deletes provision of annual ratification of the appointment of statutory auditor, and hence members approval is sought for dispensing with such annual ratification for the remainder of the term of appointment of M/s. Jayesh Dadia & Associates LLP as statutory auditors i.e. upto the conclusion of the 37th Annual General Meeting of the Company.
The Auditors opinion given in the Audit report of M/s Jayesh Dadia & Associates LLP is unmodified and there are no qualifications / reservations or adverse remarks in the report. Further the observations and comments given in the Auditors Report read together with the notes to the accounts are self-explanatory, and hence do not call for any further explanation.
SECRETARIAL AUDIT REPORT & SECRETARIAL COMPLIANCE REPORT
As per requirement of the Companies Act, 2013 and Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014, the Company had appointed DM & Associates Company Secretaries LLP as the Secretarial Auditor for FY 2018-2019, whose Secretarial Audit Report in Form MR-3 dated 17th April, 2019 is attached separately to this report. Further, pursuant to Regulation 24A of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Secretarial Compliance Report dated 17th April, 2019 in the prescribed format is also attached to this report. The aforesaid reports are self-explanatory and do not call for any further explanation.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY
The Company has not given any loans or guarantees covered under the provisions of Section 186 of the Companies Act, 2013. The details of the investments made by Company are given in the Notes to the financial statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the financial year, your Company entered into related party transactions which were on arm’s length basis and in the ordinary course of business. There are no material transactions with any related party as defined under Section 188 of the Act read with the Companies (Meeting of Board and its Powers), Rules, 2014.
All related party transactions have been approved by the Audit Committee of your Company and by the Board of Directors. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.
Details of the related party disclosures and transactions are given in Note no. 35 to the financial statements. Since the related party transactions are all on arm’s length, and there are no material contracts, arrangement or transactions, Form AOC-2 is not annexed to this Report.
POLICY ON RELATED PARTY TRANSACTIONS OF THE COMPANY
The policy on Related Party Transactions as approved by the Board is accessible on the Company website viz. http://www.rishiroop.in/investors/corporate-governance/policies/.
RISK MANAGEMENT
The Company is exposed to inherent uncertainties owing to the sectors in which it operates. The Company’s Risk Management processes focus on ensuring that these risks are identified on a timely basis and addressed.
The Company has a policy on Risk Management, which is accessible on the Company website: http://www. rishiroop.in/investors/corporate-governance/policies/
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
Your Company has an adequate system of internal control commensurate with the size and the nature of its business, which ensures that transactions are recorded, authorized and reported correctly apart from safeguarding its assets against loss from wastage, unauthorized use, and removal.
The internal control system is supplemented by documented policies, guidelines, and procedures. The Company’s internal auditors continuously monitors the effectiveness of the internal controls with a view to provide to the Audit Committee and the Board of Directors an independent, objective and reasonable assurance of the adequacy of the organization’s internal controls and risk management procedures. The Internal Auditor submits detailed reports on quarterly basis to the Audit Committee and management. The Audit Committee reviews these reports with the executive management with a view to provide oversight of the internal control system.
Your Company, in compliance with the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the applicable Secretarial Standards approved by the Central Government. Your Company has framed and put into effect, several policies on important matters such as Nomination and Remuneration of directors and KMP, materiality of events/information, preservation of documents/archival policy etc., which provide robust guidance to the management in dealing with such matters to support internal control. Your Company reviews its policies, guidelines, and procedures of internal control on an ongoing basis in view of the ever-changing business environment.
POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES
The Board shall have minimum 3 and maximum 15 directors, unless otherwise approved. No person of age less than 21 years shall be appointed as a director on the Board. The Company shall have such persons on the Board who complies with the requirements of the Companies Act, 2013, Provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Memorandum of Association and Articles of Association of the Company and all other statutory provisions and guidelines as may be applicable from time to time. Composition of the Board shall be in compliance with the requirements of Companies Act/SEBI Regulations. Except for the Managing Director, no other directors are paid remuneration, but are paid sitting fees. The Managing Director is paid remuneration as approved by the Shareholders but is not paid any sitting fees. Managing Director, Company Secretary and Chief Financial Officer shall be the Key Managerial Personnel (KMP) of the Company. All persons who are Directors / KMPs, members of Senior Management and all other employees shall abide by the Code of Conduct. Directors/KMPs shall not acquire any disqualification and shall be persons of sound integrity and honesty, apart from knowledge, experience, etc. in their respective fields.
A copy of the policy for remuneration to non executive and independent directors is available on the website of the Company i.e www.rishiroop.in on the weblink : http://www.rishiroop.in/investors/corporate-governance/policies/
PARTICULARS OF EMPLOYEES AND REMUNERATION
Pursuant to Section 197(12) of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remunerations of Managerial Personnel) Rules, 2014, the relevant details for financial year 2018-19 are given below:
(i) The percentage increase in remuneration of each Director, Chief Financial Officer, Company Secretary, ratio of the remuneration of each Director to the median remuneration of the employees of your Company for the financial year 2018-19 are as under :
|
Sr. No.
|
Name of Director /KMP & designation
|
Remuneration of Directors/KMP for FY 2018-19 (Rs. In lakhs)
|
%Increase/(Decrease) in Remuneration for the FY 2018-19
|
Ratio of Remuneration of each Director to the median remuneration of employee
|
|
1
|
Mr. Arvind M. Kapoor, Director
|
1.00
|
(37.50)
|
0.29
|
|
2
|
Mr. Aditya A. Kapoor, Managing Director
|
54.60
|
11.26
|
15.78
|
|
3
|
Mr. Dilipkumar P. Shah, Independent Director
|
1.35
|
(10.00)
|
0.39
|
|
4
|
Mr. Hemant D. Vakil, Independent Director
|
1.45
|
(12.12)
|
0.42
|
|
5
|
Ms. Vijyatta Jaiswal, Independent Director
|
1.30
|
(16.13)
|
0.38
|
|
6
|
Mr. Atul R. Shah, Non-Executive Director
|
1.05
|
16.67
|
0.30
|
|
7
|
Mr. Suresh Khilnani, Chief Financial Officer
|
17.50
|
10.63
|
Not applicable
|
|
8
|
Mr. Agnelo Fernandes, Company Secretary
|
15.77
|
15.58
|
Not applicable
|
(ii) In the financial year, there was an increase of 22.70% in the median remuneration of the employees.
(iii) There were 38 permanent employees on the rolls of your Company as on 31st March, 2019.
(iv) Average percentage increase in the salaries of employees other than the managerial personnel in the financial year 2018-19 was 12.70%, whereas, increase in the managerial remuneration for the same financial year was 12.49%. Managerial remuneration paid during the financial year 2018-19 was as per the provisions of the Companies Act, 2013 and the Remuneration Policy of your Company.
(v) It is hereby affirmed that the remuneration paid is as per the Remuneration Policy of your Company.
During the financial year 2018-19, there are no employees whose remuneration was falling under remuneration as prescribed under Sec 197(12) of Companies Act, 2013 read with Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Further, as per Sec 197(12) of Companies Act, 2013 read with Rule 5(2) and Rule 5(3) of the aforesaid Rules, the Statement containing names and details of the top ten employees in terms of remuneration drawn during the financial year 2018-19 forms part of this report. This report is sent to the members excluding the aforesaid Statement. This Statement is open for inspection at the Registered Office of the Company during working hours, and any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
As required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, the particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo are given in Annexure ‘A’ to this Report.
ESTABLISHMENT OF VIGIL MECHANISM
The Company has in place a vigil mechanism pursuant to which a Whistle Blower Policy has been in force. The policy was approved on 13th February, 2015. This Policy inter alia provides a direct access to a Whistle Blower to the Chairman of Audit Committee on his dedicated email-ID : auditcommittee@rishiroop.in. The Whistle Blower Policy covering all employees and directors is hosted on the Company’s website at URL - http://www. rishiroop.in/investors/corporate-governance/policies/
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place a Sexual Harassment Prevention Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment.
All employees (permanent, contractual, temporary, trainees) are covered under this policy. The following is a summary of sexual harassment complaints received and disposed off during the year:
- No. of complaints received : Nil
- No. of complaints disposed : Nil
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
Details of the familiarization program for Independent Directors is accessible on the Company website at http:// www.rishiroop.in/investors/corporate-governance/policies/
CORPORATE SOCIAL RESONSIBILITY (CSR)
Pursuant to Section 135 of the Companies Act, 2013 and the relevant Rules, the Board reconstituted the CSR Committee under the Chairmanship of Mr. Arvind M. Kapoor. The other members of the Committee are Mr. Aditya Kapoor, Mr. Hemant Vakil and Mr. Atul Shah. A detailed CSR policy has also been framed which is placed on the company’s website: http://www.rishiroop.in/investors/corporate-governance/policies/. The report on CSR as required under Section 135 of the Companies Act, 2013 is given in Annexure ‘B’ to this Report.
ANNUAL RETURN
An extract of the Annual Return i.e. Form No. MGT-9, as of 31st March, 2019, pursuant to the sub-section (3) of Section 92 of the Companies Act, 2013, is given in Annexure ‘C’ to this Report. A copy of the Annual Return is also available on the website of the Company i.e www.rishiroop.in on the weblink - http://www.rishiroop.in/ investors/corporate-governance/downloads/
SECRETARIAL STANDARDS
The Directors confirm that the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors’ and ‘General Meetings’, respectively, which have been approved by the Central Government have been duly followed by your Company.
MAINTENANCE OF COST RECORDS
Your Company is not required to maintain cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013.
ACKNOWLEDGEMENTS
The Board of Directors express their appreciation for the sincere co-operation and assistance of Government Authorities, Bankers, Customers, Suppliers, Business Associates and the efforts put in by all the employees of the Company. The Board of Directors expresses their gratitude to all our valued shareholders for their confidence and continued support to the Company.
For and on behalf of the Board of Directors
Place: Mumbai Arvind Mahendra Kapoor
Date: 11.05.2019 Chairman
DIN : 00002704
Registered Office:
W-75(A) & W-76(A)
MIDC Industrial Area
Satpur, Nasik - 422007
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