Your Directors have the pleasure in presenting the 42nd Annual Report of the Company together with the Audited Accounts for the year ended 31st March, 2024.
FINANCIAL RESULTS
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Amount (Rs. In Lakhs)
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Particulars
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2023-24
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2022-23
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Operating income
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8365.91
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12664.36
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Other Income
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9.17
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10.35
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Profit/(Loss) before Depreciation, exceptional, extraordinary items
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86.66
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274.88
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Less: Depreciation
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64.19
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50.12
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Profit/(Loss) for the after exceptional, extraordinary items and before tax
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5.84
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171.85
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Profit/(Loss) for the year after tax
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-7.96
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105.32
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FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE
During the year under review your company’s operating income increased(decreased) by about -33.94 % due to rise in inflation and overall halt in the demand for the products. The management is making efforts to improve the sales in the following years. The company has incurred a profit(loss) of (Rs. 7.96 lakh) as compared to previous year of profit Rs 105.32 lakh 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. 7,255.63 Lakh from stearic acids & other non-edible oils (Previous year Rs. 11,419.51 lakh) and sale of garments Rs. 1,110.28 lakh (Previous year Rs. 1,244.85 lakh) during the year under review.
INDIAN ACCOUNTING STANDARDS (Ind AS)
The Financial Results for the year 2023-24 have been prepared in accordance with Ind AS, prescribed under Section 133 of the Companies Act, 2013 read with the relevant rules issued there under and the other recognized accounting practices and policies to the extent applicable. The Financial Results for all the periods of 2023-24 presented have been prepared in accordance with Ind AS.
INFORMATION ON STATE OF COMPANY’S AFFAIRS
The Company is manufacturing Stearic Acid & Glycerin for its ultimate use by Rubber and PVC industry. The company is working hard to increase the market share of its products.
Knitwear Division of Company is also improving its sales. Sale of garments is Rs. 7,255.63 Lakh as compared to previous year sale of Rs. 11,419.51Lakh that is increase(decrease) of - 33.94 % from the last year. Company is now in process to increase the sale of its knitwear division in coming years.
During the year, the Company has diversified to move to a new line of business of producing biofuels including biodiesel made from cooking oils, animal fats, imported crude vegetable oils, such as Palm Oil, etc.
DIVIDEND
The Board has not recommended any dividend due to loss during the year under review.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
Since no dividend was declared in the last year, the provisions of Section 125 of the Companies Act, 2013 does not apply.
CHANGES IN SHARE CAPITAL
There is no change in the Share capital of the company during the Financial Year 2023-24.
PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS UNDER SECTION 186
During the year under review, Company has not given any loan or Guarantee or provides security in connection with a loan to any other body corporate and person.
AUDITOR’S
I) Statutory Auditors
M/s Bhushan Aggarwal & Co Chartered Accountants (FRN: 005362N), were appointed as statutory auditors under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for the next financial year and their term had commenced from 37th Annual General Meeting Till the conclusion of 42nd Annual General Meeting.
The Company had proposed appointment of M/s Ashok Shashi & Co., Chartered Accountants (FRN: 13258N) for a term commencing from conclusion of 42nd Annual General Meeting held in 2024 till AGM to be held in the year 2029 (Financial years 2024-25 till 2028-29).
ii) Secretarial Auditors
M/s Bhambri & Associates, Companies Secretaries, were appointed as Secretarial Auditors of the company by board of directors to conduct the secretarial audit for the financial year 202425 and onwards.
iii) Internal Auditors
GARG MADAAN & ASSOCIATES (bearing PAN: AATFG0396G and Registration Number: 032937N) were appointed by the board of director of the company to conduct internal audit of functions and activities of the company under section 138 of Companies Act, 2013. They have been further re-appointed for the Financial Year 2024-25.
iv) Cost Auditors
The provisions of Cost Audit are applicable to the Company. The Company had appointed M/s Verma Khushwinder & Co. (M-12913) (FRN 000469) for the Financial Year 2023-24 (One Year) as the Cost Auditor of the company under section 148 of Companies Act, 2013 to conduct the audit for the Cost records maintained by the Company. The Cost Audit report for the Year 202324 was approved by the Board in its meeting held on 09-08-2024. The report was selfexplanatory and did not have any observations or reservations.
Further, the company is not falling under the criteria to conduct the audit for the Cost records maintained by the Company for FY 2024-25. Therefore, the appointment of cost auditor and cost audit are not applicable for FY 2024-25.
PARTICULARS OF EMPLOYEES
Pursuant to Section 197(12) of the Act, read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the detail of remuneration paid during the year. The detailed information in this regard is annexed to this report as “Annexure I”.
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 has adopted Related Party Transaction Policy and the same is available on the following link:
https://www.riteshinternationalltd.com/wp-content/uploads/2020/03/Investor-Services-4.pdf
Further all the necessary details of transaction 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: AOC-2 for your information as "Annexure II”.
PROCEEDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016
There are no proceedings initiated by the Company or against the Company.
ONE TIME SETTLEMENTS
The Company has not undergone any OTS (One Time Settlement).
INVESTOR SERVICES
The Company is committed to provide the best services to the shareholder/investors. M/s Skyline Financial Services Private Limited, New Delhi is working as Registrars and Share Transfer Agents (RTA) of the Company for transfer, dematerialization of shares and other investor related services. No correspondence/ enquiry from any shareholder/investor is pending with the company for reply.
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 III”.
ANNUAL RETURN AS PER THE REQUIREMENT OF SECTION 92(3), SECTION 134(3) (a) AND RULE 11 OF THE COMPANIES (MANAGEMENT AND ADMINISTRATION) RULES, 2014
As required under Section 134(3)(a) of the Act, the Annual Return is put up on the Company’s website and can be accessed at:
https://www.riteshinternationalltd.com/wp-content/uploads/2024/08/Annual-Return-2Q22-23-Ritesh-Int c.pdf
DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
The Company has no Subsidiary/Joint Venture or Associate companies.
DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
1. Mr. Rajiv Arora (DIN: 00079838), Chairman-cum-Managing Director (Executive Director)#.
2. Mr. Ritesh Arora (DIN: 0080156), Chairman-cum-Managing Director &.
3. Mr. Ritesh Arora (DIN: 0080156), Chairman-cum-Managing Director, retires by rotation and being eligible, offers himself for reappointment.
4. Mr. Rijul Arora (DIN: 07477956), Wholetime Director.
5. Mr. Rijul Arora is also serving in the capacity as CFO of the Company.
6. Mrs. Kajal Rai (DIN: 07366983), Non-Executive & Independent Director.
7. Mrs. Komal Bhalla (DIN: 09106916), Non-Executive & Independent Director.
8. Mrs Sharon Arora (DIN: 09450764), Non-Executive & Independent Director.
9. Mrs. Neha Chhabra is the Company Secretary cum Compliance Officer of the Company
# Mr. Rajiv Arora had passed away on 07.10.2023
& Mr Ritesh Arora was serving as Non-Executive Director till 13.12.2023, w.e.f. 14.12.2023 he has been serving as Chairman cum Managing Director of the Company.
DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS UNDER SECTION 149 OF THE COMPANIES ACT, 2013
During the year the Company had three Independent Directors namely Mrs. Sharon Arora, Mrs. Kajal Rai and Mrs. Komal Bhalla, who have given declaration that they meet the eligible criteria of independence as provided in sub- section (6) of Sec 149 of the Companies Act, 2013. Both the Independent directors have sufficient qualifications, experience and cleared their proficiency test with the IICA to serve as independent directors.
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 2023-24, board of directors duly met Eight (8) times. Further a brief detail of board meetings and committee meetings of the company mentioned 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 policy on Risk Management as approved by the Board may be accessed on the Company’s website at:
https://www.riteshintemationaNtd.com/wp-content/uploads/2020/03/Investor-Services-5.pdf
EVALUATION BY BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEE AND INDIVIDUAL DIRECTORS WITH REFERENCE TO SECTION 134 (3) (p) OF THE COMPANIES ACT, 2013
Pursuant to the above said provisions of the Companies Act, 2013, the Board has carried out an evaluation of its own performance, directors individually as well as the evaluation of the committees as per the criteria laid down in the Nomination Remuneration Evaluation policy at the meeting of the Board held on 13/02/2024. 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 taken into account the views of an Executive Directors and Non-Executive Directors vide there separate meeting held on 13/02/2024 at the Registered Office of the Company.
AUDIT COMMITTEE
Pursuant to the provisions of Section 177 of Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company has constituted Audit Committee of the company is with the objective to monitor, supervise and effective management of company’s finance, to ensure effective internal financial controls and risk management systems with high level of transparency and accuracy. The required information of the committee is given in the Corporate Governance Report that forms part of this Report
DISCLOSURE ON THE NOMINATION AND REMUNERATION POLICY OF THE COMPANY PURSUANT TO SECTION 134(3) (e) AND SECTION 178(3) OF THE COMPANIES ACT, 2013
Pursuant to the provisions of Section 178 of Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted Nomination & Remuneration Policy for Directors, KMP and Senior Management Personnel. The said policy is available at:
https://www.riteshinternationalltd.com/wp-content/uploads/2021/08/N R-Policy-scanned-Ritesh-international.pdf
DISCLOSURE IN RELATION TO VIGIL MECHANISM
In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Policy is formulated to provide opportunity to employees and directors to report to management concerns about unethical behavior, actual or suspended fraud or violation of the Code of Conduct or policy. The mechanism provides for adequate safeguards against victimization of employees and directors who express their concerns and also provides for direct access to Chairman/ Chairman of the Audit Committee in exceptional cases. The policy is applicable to all employees and directors of the Company.
The Policy on vigil mechanism and whistle blower policy as approved by the Board may be accessed on the Company’s website at:
https://www.riteshinternationalltd.com/wp-content/uploads/2020/07/vigil-mechanism-policy-
signed.pdf
CORPORATE GOVERNANCE REPORT
The Provisions of Corporate Governance are not applicable to the Company under the Conditions laid under regulation 15(2) but still the Company has made certain disclosures on a voluntary basis pursuant to regulation 34 of SEBI (LODR) Regulations, 2015, the report on Corporate Governance together with Auditor’s Certificate on compliance with this regard and Managing Director’s and CEO declaration in this regarding compliance of Code of Conduct by Board Members and Senior management personnel is attached and forms part of this Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report is enclosed as a part of this annual report.
SECRETARIAL AUDIT REPORT
Secretarial Audit Report by M/s Bhambri & Associates, Secretarial Auditors is annexed with the Board Report. Secretarial Audit Report is annexed herewith as “Annexure IV”.
Also annexed as “Annexure V” is the Certificate of Non-disqualification of Directors for the Financial Year ended 31st March 2024.
DIRECTORS RESPONSIBILTY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that-
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(a)
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In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
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(b)
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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;
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(c)
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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;
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(d)
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They had prepared the annual accounts on a going concern basis; and
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(e)
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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.
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(f)
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They had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
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STATUTORY AUDITOR’S REPORT
Auditor’s Report on the accounts is self- explanatory and does not contain any qualifications, reservations or adverse remarks.
DETAILS OF FRAUDS REPORTED BY AUDITORS
The Auditors have not reported any fraud by the Directors or the Company.
BOARD COMMENTS ON QUALIFICATION OR RESERVATIONS
There are no qualification or reservations made by the auditors in their reports.
GENERAL DISCLOSURE
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review.
Ý Details relating to Deposits covered under Chapter V of the Act.
Ý Issue of Equity Shares with Differential Rights, as to dividend, voting or otherwise.
Ý Issue of shares with including sweat equity shares to employees of the company under any scheme
Ý No significant or material order was passed by the Regulators or Courts or Tribunals which impact the going concern status and company’s operation in the future.
Ý The Company has Complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
Ý During the year under review, there were no case(s) filed pursuant to Sexual Harassment of Women at workplace (Prevention, Prohibition & Redressal) Act, 2013.
ACKNOWLEDGEM ENTS
Your Directors wish to express their grateful appreciation for the valuable support and cooperation 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 Company’s 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 places on record their deep sense of appreciation for the devoted services of the employees during the period under review.
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