The Directors have the pleasure in presenting the 33rd Annual Report of the Company together with the Audited Accounts for the year ended 31st March, 2015.

FINANCIAL RESULTS
                                                   Amount (Rs. In Lacs)

Particulars                                     2014-2015     2013-2014

Operating and other income                        2921.97       2507.66

Profit/(Loss) before Depreciation                (527.19)        133.62

Less: Depreciation                                  34.54         73.72

Profit/(Loss) for the year before Tax            (561.73)         59.90

Less: Provision for taxation                            -             -

Profit/(Loss) after Tax                          (561.73)         59.90

FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE

During the year under review your company's operating and other income was of Rs. 2921.97 lacs (previous year 2507.66). The company has incurred a loss of Rs. 561.73 lacs (Previous year profit of Rs 59.90) during the period under review.

Presently, Company is working in two divisions which are Stearic Acids & other non edible oils division and Knitwear division. The Company has made sales of Rs.3226.79 lacs (Previous year 2717.71 lacs) which has resulted into loss of Rs. 561.73 lacs (Previous year Rs 59.90 lacs) during the year under review.

INFORMATION ON STATE OF COMPANY'S AFFAIR

The Company has started its journey in the year 1981 with manufacturing of Stearic Acid (All Grades), Glycerin, and others. The ultimate users of their products are Rubber and PVC industries. The company is trying its best to increase the market share of its products and to economize its production.

DIVIDEND

During the F.Y. 2014-15, the Company has suffered losses. So, in the absence of adequate profits during the year under review your directors had not recommended any dividend to the share holders.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no Dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 does not apply.

TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013

During the F.Y 2014-15, the company has suffered losses. So, in absence of profits there is no transfer in reserves of the company. However, company has used its reserves for neutralizing the losses.

CHANGES IN SHARE CAPITAL

There is no change in the Share capital of the company during the Financial Year 2014-15.

PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Under review during F.Y. 2014-15, Company has not given any loan or Guarantee or provided security in connection with a loan to any other body corporate or person. Further, details of investments made by the company during the year in accordance with Section 186 of Companies Act, 2013 are annexed as "Annexure I".

AUDITOR'S

I) Statutory Auditors

At the Annual General Meeting held on 27th September, 2014 M/s. Ashok Shashi & Co., Chartered Accountant, Ludhiana were appointed as Statutory Auditor of the company to hold office till the conclusion of the 37th AGM of the company in terms of provisions of section 139 of the Companies Act, 2013. The Appointment of Statutory Auditors shall be placed for ratification at every Annual General Meeting Accordingly, the appointment of M/s. Ashok Shashi & Co., as statutory auditor is placed for ratification by the members.

ii) Secretarial Auditors

M/s B.K Gupta & Associates, Company Secretaries has been appointed as Secretarial Auditors of the company by board to conduct the Secretarial Audit for the financial year 2014-15.

iii) Internal Auditors

M/s Bhushan & Co., Chartered Accountants has been appointed as an Internal Auditors of the company under section 138 of Companies Act, 2013 to conduct internal audit of functions and activities of the company.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Pursuant to Section 197(12) of the Act, read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every listed company is required to disclose information related to remuneration paid during the year. The detailed information in this regard is annexed to this Annual Report as "Annexure II". RELATED PARTY TRANSACTIONS All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. The Board of Directors of the Company have adopted Related Party Transaction Policy and same is available on the following link http://www.riteshinter nationalltd.com/read pdf.phpp id=75.

Further all the necessary details of transactions entered with the related parties as defined under Section 188 of the Companies Act, as defined under Section 2 (76) of the said Act are attached herewith in form No. AOC-2 for your kind perusal and information as "Annexure III".

DETAILS AND INFORMATION AS REQUIRED UNDER SECTION 134(3) (L) OF THE COMPANIES, ACT 2013 No material changes and commitments have taken place between the end of the financial year of the Company to which balance sheet relates and date of report, which affects the financial position of the Company.

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

The information pertaining to 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(3) of the Companies (Accounts) Rules, 2014 is annexed to this report as 'Annexure IV".

EXTRACT OF ANNUAL RETURN

The extract of Annual Return, in format MGT-9, for the financial year 2014-15 has been enclosed with this report as Annexure V"

DETAILS OF SUBSIDIARY/JOINT VENTURES/ ASSOCIATE COMPANIES

The Company has no Subsidiary/Joint Venture or Associate companies.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Sh. Rajiv Arora is proposed to be re appointed as Chairman Cum Managing Director of company w.e.f 01,08.2015 for a period of five years.

Sh. Raghu Nath Nayar, Sh. Raj Kumar Sood and Smt. Kamal Khanna, independent directors of the company were appointed by the shareholders at general meeting held an 27th September, 2014. Pursuant to Sub-section (10) of section 149 of the Companies Act, 2013 provides that IDs shall hold office for a term of up to five consecutive years on the board of a company and shall be eligible for re-appointment on passing of special resolution by the shareholders of the company. Further, sub-section (13) of section 149. provides that the provisions of retirement by rotation as defined in sub- sections (6) and (7) of section 152 of Companies Act, 2013 shall not apply to IDs. Accordingly none of the IDs retire at ensuing AGM.

No director and Key Managerial Personnel have been appointed during the financial year 2014-15.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director in accordance with section 149 (7) of the Companies Act 2013, that he/she meets the criteria of independence as laid out in sub section (6) of section 149 of the Companies Act, 2013 and clause 49 of the listing agreement.

STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

NUMBER OF MEETINGS

During the Financial year 2014-2015, 6 meetings of Board of Directors and 6 Meetings of Audit Committee of the Company were held. Detailed information about the meetings is given in corporate governance report which forms the part of Annual Report.

RISK MANAGEMENT POLICY

The Board of Directors of your Company in its meeting held on 30.05.2014 adopted the Risks Management Policy. The policy establishes the process for the management of risk faced by Ritesh International Limited. The aim of risk management is to maximize opportunities in all activities and to minimize adversity. This policy applies to all activities and processes associated with the normal operations of Ritesh International Limited,The Board of Directors of the Company have adopted Risk Management Policy and same is available on the following linkhttp://www.riteshinternationalltd.com/read pdf.php p id=76

The purpose of the Committee is to assist the Board of Directors in fulfilling its responsibilities with regard to enterprise risk management. Further, the Committee strives to assist the Board in framing, implementing and monitoring the risk management plan for the Company and reviewing and guiding the risk policy.

EVALUATION BY BOARD OF ITS OWN PERFORMANCE,ITS COMMITTEE AND INDIVIDUAL DIRECTORS WITH REFERENCE TO SECTION 134 (3) (p) OF THE COMPANIES ACT, 2013 AND RULE 8(4) OF THE COMPANIES (ACCOUNTS) RULES 2014 AND CLAUSE 49 OF IV(B) OF THE LISTING AGREEMENT

Pursuant to the above said provisions of the Companies Act, 2013, rules thereof and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance,directors individually as well as the evaluation the committees as per the criteria laid down in the Nomination Remuneration Evaluation policy. Further the Independent directors have also reviewed the performance of the Non-Independent Directors and Board as a whole including reviewing the performance of the Chairperson of the Company taking into account the views of Executive Directors and Non Executive Directors vide there separate meeting held on 31.03.2015.

COMPANY POLICY RELATING TO DIRECTOR APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

* The Nomination and remuneration Committee of the Company has Formulated the Nomination and Remuneration Policy on Director appointment and remuneration including the criteria for determine qualification positive attributes independence of a director and other matters as provided under section 178(3) of the companies Act, 2013

* The Nomination and Remuneration Policy is annexed hereto and form part of this report as "Annexure -VI".

AUDIT COMMITTEE

Audit Committee of the company is re-constituted on 14th August, 2014 with the objectives to monitor, supervise and effective management ot company's finance, to ensure effective internal financial controls and risk management systems with high level of transparency and accuracy.

The Audit Committee comprises of Sh. Raghu Nath Nayyar (Chairman), Sh. Rajiv Arora (Member), Sh. Raj Kumar Sood (Member). The composition of the Audit Committee consists of independent Directors viz., Sh. Raghu Nath Nayyar and Sh. Raj Kumar Sood who form the majority. The Committee met six times during the year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report.

VIGIL MECHANISM

The company has established a vigil mechanism and overseas through the committee, the genuine concerns expressed by the employees and other directors. The Company has also provided adequate safeguards against victimization of employees and directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of company employees and the Company. The Board of Directors of the Company have adopted Whistle Blower Policy and same is available on the following link http://www.riteshin ternationalltd.com/read pdf.phppjd=27.

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement, the report on Corporate Governance together with Auditor's Certificate on compliance with this regard and Managing Director's declaration in this regarding compliance of code of conduct by Board Members and Senior Management Personnel is attached and forms part of this Annual Report.

SECRETARIAL AUDIT REPORT

Secretarial Audit Report in format MR-3 by M/s B.K Gupta & Associates, Company Secretaries, Ludhiana is annexed with the Board Report. Audit Report is annexed herewith as "Annexure VII".

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms 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) They 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) They had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) They had prepared the annual accounts on a going concern basis; and

(e) They 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) They had devised proper systems to ensure

compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as per Clause 49 of the Listing Agreement are given in the Annexure forming part of this Report

GENERAL DISCLOSURE

Your Director state that No Disclosure or reporting is required in respect of the following items as there were no transaction on these items during the year under Review

1. Details relating to Deposits covered under Chapter V of the Act

2. Issue of Equity Shares with Differential right, as to dividend, voting or otherwise

3. Issue of shares with including sweat equity shares to employees of the company under any scheme

4. No significant or Material order were passed by the regulators or courts or tribunal which impact the going concern states and company's operation in future, your director further state that during the year under review, there were no case filed pursuant to sexual harassment of women at workplace (prevention, prohibition and Redressal) Act, 2013

ACKNOWLEDGEMENTS

Directors acknowledge with gratitude, the continuing co- operation and assistance rendered by Financial Institutions, Banks, Government Agencies, Suppliers and other organizations in the working of the Company.

                                                  By Order of the Board
                                       For Ritesh International Limited

                                                                   sd/-
Place: Ludhiana                                           (Rajiv Arora)
Date: 14.08.2015                         Chairman cum Managing Director
                                                           DIN:00079838
                                       1108/1,Tagore Nagar, Civil Lines
                                                        Ludhiana-141001