TO THE MEMBERS,
Your Directors have pleasure in presenting their Thirty-Ninth Annual
Report, together with the Audited Statement of Accounts for the financial year ended March
31, 2024.
FINANCIAL SUMMARY
The summarized financial results of the Company for the year ended
March 31, 2024 are presented below:
(Rs in Lacs)
Particulars |
2023-2024 |
2022-2023 |
Revenue from Operations |
7667.14 |
8870.48 |
Other Income |
2172.58 |
143.98 |
Total Income |
9839.72 |
9014.46 |
Profit / (Loss) before Depreciation, Finance Cost and Tax |
2877.33 |
1184.16 |
Less: Depreciation |
63.81 |
78.61 |
Finance Cost |
15.69 |
17.82 |
Profit /(Loss) before Tax |
2797.83 |
1087.73 |
Less: Provision for Tax (Including Income Tax, Prior period
tax) |
229.76 |
255.52 |
Less: Deferred Tax |
152.19 |
22.13 |
Profit/(Loss) after Tax |
2415.88 |
810.08 |
Add: Other Comprehensive Income |
(1.38) |
(14.76) |
Total Comprehensive Income carried to Other Equity |
2414.50 |
795.32 |
BUSINESS OVERVIEW AND STATE OF AFFAIRS
India stands at a pivotal point in its growth journey, poised to become
a US$5 trillion economy within the next few years. It is expected that the gross domestic
product (GDP) will exceed 7.2% in 2023-24, marking the third consecutive year of over 7%
growth. This resilience is particularly compelling at a time when global growth continues
to face challenges.
From a Company perspective, during the year under review the
fluctuations in prices of petroleum products and the simmering geo political tensions due
to wars in Ukraine and Middle East and supply chain disruptions resulted in lower margins.
The compression in demand in matured markets was offset by positive growth in domestic
volumes. In the long run, the rising demand in domestic markets will ensure sustained
revenue growth.
Your Company's sales turnover during the year under review was Rs.
7667.14 lacs as compared to Rs. 8870.48 lacs in the previous year. Other income in the
year under review was Rs. 2172.58 lacs as compared to Rs. 143.98 lacs in previous year,
due to sharp increase in value of investment portfolio on account of bullishness in the
stock market. Hence, total of sales and other income increased to Rs. 9839.72 lacs from
Rs. 9014.46 lacs in previous year. The Profit Before Tax (PBT) for the period was Rs.
2797.83 lacs as against profit of Rs. 1087.73 lacs in the previous year.
SHARE CAPITAL
The total issued and paid-up share capital of the Company as on March
31, 2024 is Rs. 9,16,36,030/- divided into 91,63,603 equity shares of Rs.10/- each. There
was no change in the share capital of the Company during the year under review.
EVENTS OCCURING AFTER THE BALANCE SHEET DATE
No material changes and commitments which could affect the financial
position of the Company have
occurred between the end of the financial year of the Company to which
the financial statements relate and the date of this Report.
DIVIDEND
The Board of Directors of the Company recommends for consideration of
shareholders at the 39th Annual General Meeting, the payment of final dividend
@ 18 % (Re. 1.80 per share) (subject to tax deduction at source) on the equity shares of
face value of Rs. 10/- each for the year ended March 31, 2024.
The Board proposes to transfer an amount of Rs. 50.00 lacs 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, equity dividend amount of Rs. 254,393/- and OCPS
dividend amount of Rs. 67,829/- both for the financial year 2015-16 which remained
unclaimed for a period of seven years was transferred to the Investor Education and
Protection Fund (IE&PF) during the year. Further, 6820 shares pertaining to such
unclaimed dividend for financial year 2015-16 was also transferred to the IE&PF
Authority, as per the statutory provisions. Dividend amount of Rs. 317,415 /- for the
financial year 2022-23, in respect of the shares held by the IE&PF Authority was also
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
During the year under review, Mr. Dilipkumar P. Shah (DIN: 00005072),
Independent Director, demitted office on March 31, 2024 consequent to completion of his
second and final term of five consecutive years each, pursuant to Section 149 (11) of the
Companies Act, 2013. The Board of Directors place on record its appreciation for the
assistance and guidance provided by Mr. Dilipkumar P. Shah during his tenure as an
Independent Director of the Company. Mr. Shah contributed immensely to the growth of the
Company by providing his valuable inputs and advice on various matters and specifically in
the realm of accountancy, taxation, regulatory compliance and risk management.
Further during the year under review, Mr. Sitendu Sharma (DIN:
01956423) was appointed as an Additional Director (in the capacity of Independent
Director) in the board meeting held on February 12, 2024. Thereafter, by a special
resolution passed by postal ballot on March 29, 2024, Mr. Sitendu Sharma (DIN: 01956423)
was appointed as an Independent Director for a term of five consecutive years from
February 12, 2024 to February 11, 2029.
In terms of the Articles of Association of the Company and the
Companies Act, 2013, Mr. Arvind M. Kapoor (DIN: 00002704), 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. Kapoor is M.S. (Polymer Engg.) USA and B.Tech., IIT - Mumbai, and
has over 44 years of valuable industrial and managerial experience. He is a director on
the board of five companies of the Rishiroop Group. 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. He is holding 250,000 shares of the Company as on
March 31, 2024.
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. Kapoor as
Non-Executive Director. Accordingly, the
Board of Directors recommends his reappointment as Director of the
Company.
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 Obligations and Disclosure Requirements)
Regulations, 2015. In the opinion of the Board, all the Independent Directors possess the
integrity, expertise and experience including the proficiency required to be Independent
Directors of the Corporation, that they fulfill the conditions of independence as
specified in the Act and SEBI (LODR) Regulations, 2015 and are independent of the
management and have also complied with the Code for Independent Directors as prescribed in
Schedule IV of the said Act.
All Independent Directors of the Company have confirmed that they have
already registered their names with the data bank maintained by the Indian Institute of
Corporate Affairs ["IICA"] as prescribed by the Ministry of Corporate Affairs
under the relevant Rules, and that they would give the online proficiency self-assessment
test conducted by IICA which is prescribed under the relevant Rules, if applicable.
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.
KEY MANAGERIAL PERSONNEL (KMP)
Mr. Aditya A. Kapoor, Managing Director, Mr. Mittal N. Savla, Chief
Finance Officer and Mr. Agnelo A. Fernandes, Company Secretary are the KMP of your
Company.
BOARD COMMITTEES
The Board has constituted various committees consisting of Executive
and Non-Executive Directors of the Company to ensure good corporate governance and in
compliance with the requirements of the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. Currently, the Board has four
committees, viz.
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders' Relationship Committee
4. Corporate Social Responsibility Committee
Details of all the Committees along with their composition, terms of
reference and other details are provided in the report on Corporate Governance.
NUMBER OF MEETINGS OF THE BOARD & COMMITTEES
The details of the number of meetings of the Board and Board Committees
held during the financial year 2023-24 forms part of the Corporate Governance Report.
ANNUAL EVALUATION OF THE BOARD
The Independent Directors, during their separate meeting held on
February 12, 2024 and the Board in its meeting also held on February 12, 2024, 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, Non-Executive Director and Chairman.
2. I ndependent Directors at a meeting without anyone from the
non-independent directors and management person present, considered/evaluated the
Board's performance, performance of the Chairman and other non-independent Directors.
3. The Board subsequently evaluated performance of the Board, the
Committees and Independent Directors (without participation of the concerned director).
Board also evaluated the fulfillment of independence criteria by the independent
directors.
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 forms 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.
SUBSIDIARIES/JOINT VENTURE/ASSOCIATE COMPANIES
Your Company does not have any subsidiary, joint venture or associate
companies. Therefore, Form AOC-1 is not annexed to this Report.
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
March 31, 2024, 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 March 31, 2024,
and of the profit and loss of the Company for the year ended March 31, 2024;
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, 2013 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 March 31, 2024 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.
STATUTORY AUDITORS
Jayesh Dadia & Associates LLP, Chartered Accountants (Registration
No. 121142W/W100122), were appointed as Statutory Auditors at the 37nd Annual
General Meeting till the conclusion of 42nd Annual General Meeting of the
Company.
The observations of the Statutory Auditors on the annual financial
statement for the year ended March 31, 2024, including the relevant notes to the financial
statement are self-explanatory, and therefore, do not call for any further comments. The
said Auditors' Report which has been issued with unmodified opinion does not contain
any qualification, reservation or adverse remark.
REPORTING OF FRAUDS, IF ANY
Pursuant to the provisions of Section 134(3)(ca) of Companies Act,
2013, it is hereby confirmed that during the financial year 2023-24, there have been no
frauds reported by the auditors.
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
financial year 2023-24, whose Secretarial Audit Report in Form MR-3 dated May 7, 2024 is
attached separately to this Report. Further, pursuant to Regulation 24A of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Secretarial Compliance
Report dated May 7, 2024, 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, including taking on leave and license basis from Rishiroop Polymers Private
Limited, a related party, the office premises situated at 1005, The Summit Business Bay,
Andheri-Kurla Road, Andheri East, Mumbai - 400 093 for locating the Corporate Office of
the Company. Justification for the transaction: Most favorable terms offered including
competitive rental charges, no security deposit, no brokerage payment, fully furnished
office, synergy of operations with other group companies etc.
All the related party transactions were on arm's length basis.
There were 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. A statement of all Related Party Transactions pursuant to the omnibus approval so
granted is placed before the Audit Committee and the Board of Directors
for their approval on a quarterly basis, specifying the nature, value
of the transactions and other prescribed details.
Details of the related party disclosures and transactions (including
transactions of the Company with any person or entity belonging to the promoter/promoter
group which holds 10% or more shareholding in the Company), as applicable, are given in
Note no. 31 to the financial statements. Since the related party transactions are all on
arm's length, and there are no material contracts, arrangement or transactions, and
hence, Form AOC-2 is not annexed to this Report.
In compliance with the provisions of Regulation 34(3) read with Para A
- Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
read with Section 134(3)(h) of the Act, since your Company has no holding, subsidiary or
associate company, it is confirmed that no loans or advances in the nature of loans have
been received or paid to such companies, and that no loans or advances in the nature of
loans have been received or paid to any firms or companies in which a director is
interested and no investments have been made in the shares of holding companies or any of
its subsidiaries.
POLICY ON RELATED PARTY TRANSACTIONS OF THE COMPANY
The revised policy on Related Party Transactions as reviewed and
approved by the Board in the meeting held on May 21, 2021 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/.
INSURANCE
Your Company has taken appropriate insurance for all assets against
foreseeable perils.
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 is 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
and regulatory requirements.
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 (three) and maximum 15 (fifteen)
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, the Memorandum 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 only 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.
Criteria for determining Independence of Director: A Director will be
considered as an Independent Director' if he/she meets with the criteria for
Independent Director' as laid down in the Companies Act, 2013 and Regulation
16(1)(b) of the SEBI Listing Regulations.
Qualification: While recommending the appointment of a Director, the
Nomination and Remuneration Committee considers the manner in which the function and
domain expertise of the individual will contribute to the overall skill-domain mix of the
Board. It is ensured that the Board has an appropriate blend of functional and industry
expertise.
Positive Attributes: In addition to the duties as prescribed under the
Act, the Directors on the Board of the Company are also expected to demonstrate high
standards of ethical behavior, strong interpersonal and communication skills and soundness
of judgment. Independent Directors are also expected to abide by the Code for
Independent Directors' as outlined in Schedule IV to the Companies Act, 2013.
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 2023- 24 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 2023-24 are as
under:
Sr. No. |
Name of Director /KMP & designation |
Remuneration of Directors/ KMP for FY
2023-24 (Rs. In lakhs) |
% Increase/ (Decrease) in Remuneration for
the FY 2023-24 |
Ratio of Remuneration of each Director to
the median remuneration of employee |
1 |
Mr. Arvind M. Kapoor, Director |
1.50 |
-23.08 |
0.36 |
2 |
Mr. Aditya A. Kapoor, Managing Director |
112.49 |
9.00 |
26.85 |
3 |
Mr. Dilipkumar P. Shah, Independent Director |
1.75 |
0.00 |
0.42 |
4 |
Mr. Hemant D. Vakil, Independent Director |
1.85 |
2.78 |
0.44 |
5 |
Ms. Vijyatta Jaiswal, Independent Director |
1.85 |
0.00 |
0.44 |
6 |
Mr. Atul R. Shah, Non-Executive Director |
1.30 |
44.44 |
0.31 |
7 |
Mr. Sitendu Sharma Independent Director (&) |
0.25 |
Not applicable |
0.06 |
8 |
Mr. Mittal Savla Chief Financial Officer |
27.21 |
22.29 |
Not applicable |
9 |
Mr. Agnelo Fernandes, Company Secretary |
25.54 |
6.33 |
Not applicable |
& - Remuneration for part of the year (i.e. w.e.f. 12.02.2024)
(ii) In the financial year, there was an increase of 23.24% in the
median remuneration of the employees.
(iii) There were 32 permanent employees on the rolls of your Company as
on March 31, 2024.
(iv) Average percentage increase in the salaries of employees other
than the managerial personnel in the last financial year i.e. 2023-24 was 12.07 %,
whereas, increase in the managerial remuneration for the same financial year was 12.54 %.
Managerial remuneration paid during the financial year 2023-24 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.
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 2023-24 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 February 13, 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. The Committee was
reconstituted during the year.
All employees are covered under the said Policy. 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
No. of complaints pending: 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 constituted 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
As required under Section 92(3) read with Section 134(3)(a) of the
Companies Act 2013, the Annual Return of the Company for the Financial Year ended March
31, 2024 will be uploaded on the website of the Company on weblink
http://www.rishiroop.in/investors/corporate-governance/downloads/ after the said Return is
filed with the Registrar of Companies, Mumbai within the statutory timelines.
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
Maintenance of cost records as specified by the Central Government
under Section 148(1) of the Companies Act, 2013, is required, and accordingly, such
accounts and records are made and maintained by the Company.
OTHER STATUTORY DISCLOSURES
Your Directors state that no disclosure or reporting is required in
respect of the following matters as there were no transactions during the year under
review:
There has been no change in the nature of business of the
Company
Issue of equity shares with differential rights as to dividend,
voting or otherwise
Issue of employee stock options or sweat equity shares
There is no application made or proceeding pending under the
Insolvency and Bankruptcy Code, 2016
There was no instance of onetime settlement with any Bank or
Financial Institution
Your Company is not identified as a Large Corporate'
as per the framework provided in SEBI Circular No. SEBI/HO/DDRS/CIR/P/2018/144 dated 26
November 2018, and your Company has not raised any funds by issuance of debt securities.
POLICIES
The updated policies as per the statutory requirements are uploaded on
website of the Company at:
https://www.rishiroop.in/investors/corporate-governance/policies/.
TDS ON DIVIDEND
Pursuant to Finance Act 2020, dividend income is taxable in the hands
of shareholders with effect from April 1, 2020, and the Company is required to deduct tax
at source from dividend paid to shareholders at the prescribed rates. For the prescribed
rates for various categories, please refer to the Finance Act, 2020 and the amendments
thereof. The shareholders are requested to update their PAN with the Depository
Participant (if shares held in electronic form) and Company / Registrars - Link Intime
India Private Limited (if shares held in physical form).
A Resident individual shareholder with PAN and who is not liable to pay
income tax can submit a yearly declaration in Form No. 15G / 15H, to avail the benefit of
non-deduction of tax at source by e-mail to investor@rishiroop.com. Shareholders are
requested to note that in case their PAN is not registered, the tax will be deducted at a
higher rate of 20%.
Non-resident shareholders [including Foreign Institutional Investors
(FIIs) / Foreign Portfolio Investors(FPIs)] can avail beneficial rates under tax treaty
between India and their country of tax residence, subject to providing necessary documents
i.e. No Permanent Establishment and Beneficial Ownership Declaration, Tax Residency
Certificate, Form 10F, any other document which may be required to avail the tax treaty
benefits. For this purpose, the shareholder may submit the above documents (PDF / JPG
Format) by e-mail to investor@rishiroop.com.
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.
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For and on behalf of the Board of Directors |
Place: Mumbai |
Arvind Mahendra Kapoor |
Date: 21.05.2024 |
Chairman |
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DIN: 00002704 |
Registered Office: W-75(A) & W-76(A), MIDC Industrial
Area,
Satpur, Nasik - 422007
CIN - L25200MH1984PLC034093 |
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