| Dear Members,
Your Directors have pleasure in presenting their 31st Annual Report
together with the Audited Accounts for the year ended March 31, 2015.
1. RESULTS OF OUR OPERATIONS:
Particulars 2014-15 2013-14
Revenue from Operations (Net of 1,62,32,44,441 1,31,60,04,166
Excise) and Other Income
Exceptional Items - -
Profit before Interest, 48,65,874 20,40,875
Depreciation & Tax (EBITA)
Finance Charges 68,360 73,658
Depreciation 12,52,407 4,03,777
Provision for Tax (Including 12,42,057 39,716
for earlier years)
Net Profit After Tax 23,03,049 15,23,724
Profit Brought Forward from 2,38,84,719 2,23,60,995
previous year
Depreciation on transition to 12,52,407 4,03,777
Schedule II of the Companies Act,
2013
Surplus Available for Appropriations 2,61,87,768 2,38,84,719
Appropriations to:
Proposed Dividend - -
Dividend Distribution Tax - -
Transferred to General Reserve - -
Profit carried to Balance Sheet 2,61,87,768 2,38,84,719
2. Turnover & Profits:
The Directors wish to inform you that, during the Financial Year ended
31st March, 2015 the sales and other income increased from Rs.
13,160.04 lacs to Rs. 16232.44 lacs. The Net Profit After Tax stood at
Rs.23.03 as against Rs. 15.23 in the previous year.
3. Dividend:
The Directors of your Company do not recommend any dividend for the
financial year ended 31st March, 2015 in order to plough back the
resources for the future growth.
4. Transfer to Reserves:
During the current financial year, there were no transfers made to
reserves.
5. Change(s) in the Nature of Business, if any:
There is no change in the nature of business carried on by the Company.
The Company has not changed the class of business in which the Company
has an interest.
6. 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 statement relate
and the date of the report.
There were no material changes and commitments affecting the financial
position of the Company between the end of financial year of the
Company and the date of the report.
7. Fixed Deposits:
Your Company has not accepted any fresh fixed deposits at present and,
as such, no amount on account of principle or interest on public
deposits was outstanding as on the date of the balance sheet.
8. Management's Discussion and Analysis:
Management's Discussion and Analysis Report for the year under review,
as stipulated under Clause 49 of the Listing Agreement with the
Stock Exchanges in India, is presented in a separate section forming
part of the Annual Report as Annexure I.
9. Corporate Governance Report:
Your Company has taken adequate steps to ensure that all mandatory
provisions of Corporate Governance in terms of Clause 49 of the Listing
Agreement with Bombay Stock Exchange Limited have been complied with.
A separate report on Corporate Governance along with certificate from
the Statutory Auditors of the Company regarding the compliance of
conditions of corporate governance as stipulated under Clause 49 of the
Listing Agreement forms a part of this Annual General Meeting as
Annexure II.
10. Corporate Social Responsibility (CSR):
As per the Section 135 of Companies Act, 2013 all companies having Net
Worth of Rs. 500 cr or more, or Turnover of Rs. 1,000 core or more, or
Net Profit of Rs. 5 core or more during any financial year required to
constitute a Corporate Social Responsibility Committee of the Board of
Directors comprising of three or more directors, at least one of whom
should be an independent director and such Company shall spend at least
2% of the average net profits of the Company's three immediately
preceding financial year.
Accordingly, the Company formed a CSR Committee, having two non
executive directors and one Executive Director as a member of the
Committee. For the current financial year, the provisions of Section
135 of Companies Act, 2013 is not applicable to the Company, therefore;
it is not required to pay 2% of the average net profits of the Company
for the current Financial Year.
11. Share Capital
The Paid up Equity Share Capital as on March 31, 2015 was Rs. 23, 08,
00,000/- During the year under review, your Company did not issue
shares. Details of Directors shareholding as on March 31, 2015, are
mentioned in the Corporate Governance Report, which forms a part of
this Annual Report.
12. Extract of Annual Return:
An extract of Annual Return in Form MGT-9 as on March 31, 2015 is
attached as Annexure III to this Report.
13. Board Meeting held during the year:
The Board met 7 times during the financial year 2014-15. The details of
the meeting are furnished in the Corporate Governance Report that forms
part of this Annual Report.
The intervening gap between any two meetings was within the period
prescribed by the Companies Act, 2013.
14. Director Responsibility Statement:
As per Section 134 (5) of the Companies Act, 2013; the Board of
Directors, to the best of their knowledge and ability, confirm that:
i. In the preparation of the annual accounts, the applicable
accounting standards have been followed and that there are no material
departures.
ii. They 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 at the end of the March 31, 2015 and of the Profit and Loss
of the Company for the year ended March 31, 2015.
iii. They have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
iv. They have prepared the Annual Accounts on a 'going concern' basis.
v. They have laid down internal financial controls to be followed by
the Company and that such internal financial controls are adequate and
were operating effectively.
They have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate
and operating effectively.
15. Auditors
A. Statutory Auditors:
M/s. DMKH & Co., Chartered Accountants, (Firm Registration No. 116886W)
Statutory Auditors of the Company, hold office till the conclusion of
the ensuing Annual General Meeting (AGM) and are eligible for re
appointment from the conclusion of the ensuing AGM till the conclusion
of the 5th consecutive Annual General Meeting of the Company. The Board
has recommended their re-appointment.
M/s. DMKH & Co., Chartered Accountants have confirmed that their
re-appointments, if made would be in accordance with the provisions of
the Section 141 Companies Act, 2013 and that they are not disqualified
for re-appointment.
Auditors Qualification:
There is no qualification, reservation or adverse remarks made in the
Statutory Auditors Report.
B. Secretarial Audit Report:
Pursuant to provisions of Section 204 of the Companies Act, 2013 read
with Rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules 2014, your Company engaged the services of
M/s. GMS & Co., Company Secretary in Practice, Thane to conduct the
Secretarial Audit of the Company for the financial year ended March 31,
2015.
The report of the Secretarial Auditor is appended as Annexure IV.
Explanation or Comments on every qualification, reservation or adverse
remark made by the Company Secretary in practice in the Secretarial
Audit Report.
The inspection under Section 209A of the Companies Act, 1956 has been
carried out by the office of the Ministry of Corporate Affairs, the
details of which are entered in the Secretarial Audit Report.
C. Internal Auditor Report:
M/s. Neha Sharda & Associates have carried out the internal audit for
the Financial Year 2014-15. The Report is based on the books of
accounts and other records of the Company. The Board has recommended
their re- appointment for the Financial Year 2015-16.
16. Listing of Shares:
The Equity Shares of the Company are listed on Bombay Stock Exchange
Limited (BSE), further the Company has paid necessary listing fee to
BSE as per the Listing Agreement.
17. Related Party Transactions :
The Company has formulated a policy on dealing with Related Party
Transactions. The policy is disclosed on the website of the Company
i.e. www.ricl.in . Your Company places all the aforesaid details before
the Audit Committee periodically. A comprehensive list of related party
transactions as required by the Accounting Standard (AS) 18 issued by
the Institute of Chartered Accountants of India, forms part of the Note
No. 33 of the Accounts in the Annual Report. However, these
transactions are not likely to have any conflict with the interest of
the Company at large.
During the year, the Company had not entered into any contracts/
arrangements/ transactions with related parties which could be
considered as material except the remuneration paid to Key Managerial
Personnel.
18. Audit Committee:
The Audit Committee of the Company comprises of Two Independent & Non
Executive Directors and One Executive Director. The details are
provided in the Corporate Governance Report.
Pursuant to the requirements of the Companies Act, 2013, the Company
has established vigil mechanism through Audit Committee for Directors
and Employees to report genuine concerns about unethical behaviors,
actual or suspended fraud or violation of the Company's Code of Conduct
or ethics policy.
The vigil mechanism provides for adequate safeguards against
victimization of persons who use such mechanism and make provision for
direct access to the Chairman of the Audit Committee in appropriate or
exceptional cases.
19. Risk Management Policy:
The Company has developed and implemented a mechanism for risk
management and has developed a Risk Management Policy. The Audit
Committee and the Board periodically reviewed the risk assessment and
minimization procedures as required under clause 49 of the Listing
Agreement so as to ensure that risk is controlled by the Executive
Management.
20. Directors and Key Managerial Personnel (KMP):
a. Company's policy on appointment and remuneration:
The Composition of the Company's Board of Directors is in conformity
with the Listing Agreement, having an appropriate mix of executive and
Independent Directors to maintain the independence of the Board. As on
March 31, 2015 the Board of Directors of the Company comprises of Five
Directors including One Managing Director, One Whole Time Director and
Three Non-Executive & Independent Directors.
At the last Annual General Meeting of the Company (held on September
30, 2014) during the year under review, the members approved the
appointments of Ms. Manisha Anand, Mr. Ravi Kant Chaturvedi and Mr.
Damodar Hari Pai, as Independent Directors, not liable to retire by
rotation, for a period of 5 years.
We affirm that the remuneration paid to the Director is as per the
terms laid out in the nomination and remuneration policy of the
Company.
In accordance with the provisions of Section 152 of the Companies Act,
2013 and in terms of Article of Association of the Company, Mr. Hitesh
Jain, Whole Time Director of the Company retire by rotation and being
eligible, offers himself for re-appointment.
During the year under review, there have been changes in the management
of the Company as mentioned below:
Name Designation Date of Appointment
Mr. Aman Punamiya Addl. Director (Exe.) May 08, 2014
Mr. A.P. Dhurandhar Independent Director February 13, 2013
Name Date of Resignation
Mr. Aman Punamiya May 24, 2014
Mr. A.P. Dhurandhar October 16, 2014
The Board wishes to place on record their deep sincere appreciation of
the immense contribution made by Mr. Ashokaditya Prakash Dhurandhar
during his tenure.
b. Declaration by Independent Directors:
All the Directors of the Company have confirmed that they are not
disqualified from being appointed as Director in terms of Section 164
(2) of the Companies Act, 2013.
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 Clause 49 of the Listing Agreement. Further,
during the year under review, the independent directors met on Feb 12,
2015.
At the time of appointment of an Independent Director, the Company
issues a formal letter of appointment outlining his/ her role,
function, duties and responsibilities as a director. The formal letter
of appointment is available at the website of the Company i.e.
www.ricl.in
c. Familiarization program for Independent Director:
The Company proactively keeps its Directors informed of the activities
of the Company, its management and operations and provides an overall
industry perspective as well as issues being faced by the industry.
d. Key Managerial Personnel:
Appointment:
Mr. Hitesh Jain, (DIN: 05263120) was appointed as Chief Financial
Officer of the Company w.e.f. August 14, 2014.
Re-appointments:
Mr. Hitesh Jain, Whole Time Director of the Company whose tenure was
expired on June 19, 2015 and being eligible for re-appointment as Whole
Time Director of the Company for a period of Three Years commencing
from June 19, 2015 to June 18, 2018 by the Board of Directors of the
Company subject to member's approval.
Mr. Manish Shah, Managing Director of the Company whose tenure was
expired on February 23, 2015, and being re-appointed for a further
period of Three years from February 24, 2015 to February 23, 2018 by
the Board of Directors of the Company subject to members approval.
21. Nomination and Remuneration Policy
The Board has adopted, on recommendation of the Nomination &
Remuneration Committee, a policy for selection and appointment of
Directors, Senior Management and their remuneration. A brief detail of
the policy is given in the Corporate Governance Report and also posted
on the website of the Company:
22. Compliance under Companies Act, 2013:
Pursuant to Section 134 of the Companies, Act 2013 read with rules
Companies (Accounts) Rules, 2014, your Company complied with the
compliance requirements and the detail of compliances under Companies
Act, 2013 are enumerated below:
a. Board Evaluation:
As per Clause 49 of the Listing Agreement mandates the Board shall
monitor and review the Board evaluation framework. As per
Section 134 (p) of the Companies Act, 2013 states that a formal annual
evaluation needs to be made by the Board of its own performance and
that of its committees and Independent Directors. Schedule IV of the
Companies Act, 2013 states that the performance evaluation of
independent directors shall be done by the entire Board of Directors,
excluding the director being evaluated. None of the independent
directors are due for re- appointments.
b. Particulars of Employees:
The ratio of the remuneration of each director to the median employees'
remuneration and other details in terms of Section 197 (12) of the Act
with rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 ("the rules"), forms a part of this
Annual Report as Annexure V.
c. Particulars of Loans, Guarantees or Investments:
As on March 31, 2015, there were no outstanding loans or guarantees
covered under the provisions of Section 186 of the Companies Act, 2013.
Loans, guarantees and investments covered Under Section 186 of the
Companies Act, 2013 form part of the notes to the financial statements
provided in this Annual Report.
d. Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo:
Particulars with respect to conservation of Energy, Technology
Absorption and Foreign Exchange Earning & Outgo pursuant to Section 134
read with rule 8 (3) of the Companies (Accounts) Rules, 2014, is set
out hereunder:
Sr. Particulars Disclosures
No.
1 Conservation of Energy and Your Company has continued to accord
Power Consumption priority to Conservation of energy
and is continuing its efforts to
utilize energy more efficiently
2 Technology Absorption and Your Company has not absorbed or
Research & Development imported any technology and no
research and development work is
carried out.
US $: Nil
Earnings Exports of
3. Foreign Exchange Goods Rs.: Nil
Outgo Nil Nil
e. Significant and Material Orders passed by the Regulators or Courts:
Inspection under Section 209A of the Companies Act, 1956 has been
carried out by the office of the Ministry of Corporate Affairs. No
irregularities other than of a compound able nature have been observed
by the inspecting authority. Your Company filed the applications with
the Authorities against the observation/remarks of the Inspecting
Authorities.
f. Committees of the Board:
There are currently four committees of the Board which are as follows:
a. Audit Committee;
b. Nomination & Remuneration Committee;
c. Corporate Social Responsibility Committee and;
d. Stakeholders Relationship Committee.
The members of the Committees consist of Two Non-Executive Directors
and One Executive Director. A detailed note on the Board and Committees
is provided under the Corporate Governance Report in the Annual Report.
g. Prevention of Sexual Harassment Policy:
The Company has in place a Prevention of Sexual harassment Policy in
line with the requirements of the Sexual Harassment of Women at the
Workplace (Prevention, Prohibition and Redressal) Act,2013. An Internal
Complaints Committee has been set up to redress complaints received
regarding sexual harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy.
Further, during the year 2014-15, no complaints were received by the
Company related to sexual harassment.
h. Green Initiatives:
As part of the Green Initiative in Corporate Governance, the Ministry
of Corporate Affairs ("MCA"), Government of India, through its Circular
Nos. 17/2011 and 18/2011, dated April 21, 2011 and April 29, 2011
respectively has allowed companies to send official documents through
electronic mode.
Like the previous year, electronic copies of the Annual Report and
Notice of the 31st Annual General Meeting are sent to all the members
whose email addresses are registered with the Company/ Depository
Participant(s) for communication purposes. For members who have not
registered their email addresses, physical copies of the Notice and
Annual Report are sent in the permitted mode. Members requiring
physical copies can send a request to the Company.
i. Acknowledgements:
The Directors wish to express their appreciation for the continued
co-operation of the Central and State Governments, Registers, bankers,
financial institutions, Share Transfer Agents. The Directors also wish
to thank all the employees for their contribution, support and
continued co-operation throughout the year.
On behalf of the Board of Directors
Sd/- Sd/-
(Manish Shah) (Hitesh Jain)
Managing Director Whole time Director
DIN :01953772 DIN :05263120
Place : Mumbai
Date : August 13, 2015
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