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Directors Report of Richway International Trade Ltd.

Mar 31, 2015

Dear Members,

The Directors have the pleasure to submit their Annual Report together with Audited Accounts and Auditor's Report of the Company for the financial year ended 31st March, 2015.

OPERATION AND FINANCIAL RESULT

The performance of the company for the financial year ended 31st, March, 2015:

PARTICULARS 2014-15 2013-14

Revenue from Operations 371,502,121.67 154,704,657.72

Other Income 76,000.00 2,580.00

Total Income 371,578,121.67 154,707,237.72

Less: Total Expenses 370,034,241.87 153,021,230.80

Profit before Tax 15,43,879.80 1,686,006.92

Less: Provision for Current Tax 1,049,489.48 520,977.82

Profit after Tax 4,94,390.32 1,165,029.10

Less: Income Tax for earlier years - -

Add: Profit brought forward from 11,67,724.91 2695.81 Previous year

Profit available for appropriation Proposed Dividend on Equity Shares

Corporate Tax on Dividend - -

Balance carried to Balance Sheet 16,62,115.23 1,167,724.91

GENERAL RESERVE

The Company has not transferred any amount to General Reserve.

RESULT OF OPERATIONS

During the current period of operation, Your Company has shown remarkable improvement as the turnover has increased in F.Y 2014-15 to Rs.371,502,121.67from Rs. 154,707,237.72 during the corresponding FY 2013-14.

Your Directors report that the working of the Company for the year under review has resulted in a Profit of Rs.4,94,390.32 (after tax).

DIVIDEND

Your director feel that it is prudent to plough back the profits for future growth of the Company and hence do not recommend any dividend for the year ended 31st March, 2015.

CHANGE IN AUTHORISED CAPITAL

There has not been any change in the Authorized Capital of the Company during the year.

CHANGES IN THE NATURE OF BUSINESS

There has been no change in the nature of the business of the Company for the year under review.

PREFRENTIAL ALLOTMENT

There has not been any preferential allotment by the Company during the year.

DIRECTORS

Pursuant to the provisions of Section 149 of the Companies Act, 2013 (Act) read with Companies (Appointment and Qualification of Directors) Rules, 2014, Clause 42 of the Listing Agreement and your Company's Articles of Association Mr. Kiran Kartik Ghosh, (DIN: 06409729) Independent Director of the Company resigned and Mr. Anirudh Santosh Gandhi (DIN: 07054070) had been appointed as Additional Independent Director of the Company with effect from 19th March, 2015.Mrs.Chandana (DIN:06679488) also appointed as Non- Executive/Independent Director w.e.f. 31st March, 2015.

The other Board of Directors of your Company comprises Mr. Kanahya Lal Singhania (DIN: 06450597), Director (Executive), Mr. Ravi Shankar Yagnik (DIN: 06797276), Director (Non- Executive/Independent), Mr. Sanjay Chaddha (DIN: 06516495) Managing Director (Executive).

In accordance with the provisions of Section 152 of the Act, the Rules prescribed thereunder and your Company's Articles of Association, Mr. Kanahya Lal Singhania (DIN: 06450597) retires by rotation at the ensuing AGM and being eligible, offers himself for re-appointment. The Board of Directors recommends the re-appointment of Mr. Kanahya Lal Singhania (DIN: 06450597) at the ensuing Fourth Annual General Meeting.

KEY MANAGEMENT PERSONNEL (KMPs)

During the year under review, Mr.Sanjay Chaddha (DIN: 06516495) Managing Director, was further designated to the position of Chief Financial Officer w.e.f. 30th May,2015 and Mr. Sachin Shah, Company Secretary of the Company were nominated as the Whole-time Key Managerial Personnel (KMPs) of the Company. Mr. Sachin Shah resigned on 7th July, 2015 and thereafter Mr. Shubham Gandhi was appointed with effect from 1st August, 2015 as the Company Secretary of the Company.

Name Designation Date of Date of Appointment Cessation

Mr. Sanjay Chaddha Managing 30/01/2015 - Director

Mr. Sanjay Chaddha CFO 30/05/2015 -

Mr. Sachin Shah Company 19/03/2015 07/07/2015 Secretary

*Company has appointed Mr. Shubham Gandhi as the Company Secretary w.e.f. 01/08/2015

DECLARATION BY AN INDEPENDENT DIRECTOR(S)

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 relevant clause of the Listing Agreement

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard and the same will be furnished on request.

Particulars of Employees pursuant to section 134(3) (q) of the Companies Act, 2013 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

a) None of the employees was employed throughout the financial year, who was in receipt of remuneration exceeding Rs. 6,000,000/- per annum or more. Therefore, Rule 5(2) (i) of the captioned Rules is not applicable.

b) None of the employees was employed throughout the financial year, who was in receipt of remuneration exceeding Rs. 500,000/- per month. Therefore, Rule 5(2)(ii) of the captioned Rules is not applicable.

c) No employee is a relative of any director or Key Managerial personnel of the Company. Therefore, Rule 5(2) (iii) of the captioned Rules is not applicable to any employee.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board meets at regular intervals to discuss and decide on Company / business policies and strategies apart from other Board business. During the year, Seven Board meetings were held. The maximum time gap between any two consecutive meetings did not exceed 120 days.

INDEPENDENT DIRECTORS' MEETING

During the year under review, the Independent Directors met on March 16, 2015, inter alia, to discuss:

1. Evaluation of the performance of Non Independent Directors and the Board of Directors as a whole ;

2. Evaluation of the performance of Chairman of the Company, taking into account the views of the Executive and Non-Executive Directors.

3. Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

All the Independent Directors were present at the Meeting.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 the Board has carried out an annual performance evaluation of the Board. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report and also posted on the website of the Company

AUDITORS AND AUDIT REPORT

M/s. Sanjay N. Shah & Co, Chartered Accountants, the statutory auditors of the Company hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility to the effect that their re-appointment, if made, will be within the prescribed limits under the Act and that they are not disqualified for re-appointment.

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION

There is no such material change and commitment affecting the financial position of your Company which have occurred between the end of the financial year to which the financial statements relate and the date of the report

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company's operation in future.

INTERNAL CONTROL AND AUDIT

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board & to the Chairman & Managing Director.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of Internal Audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

INTERNAL FINANCIAL CONTROL SYSTEM

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 weakness in the design or operation was observed.

SUBSIDIARY, JOINT VENTURES AND ASSOCIATES COMPANIES

The Company does not have any subsidiaries, joint ventures and associate companies. So, the disclosure required is not applicable to the Company.

PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS

Particulars of loans given, investments made, guarantees given under the provisions of Section 186 read with Rule 11 of the Companies (Meetings of Board and its Powers) Rules, 2014 are provided in the Financial Statements.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGOINGS:

The information pursuant to section 217(1) (e) of the Companies (Disclosures of Particulars in the report of Board of Directors) Rules, 1988 is as under:

A. Conservation of Energy: Nil

B. Technology Absorption, Research & Development: Nil

C. Foreign Exchange Earning / Outgo: Nil.

EXTRACT OFANNUAL RETURN

The details forming part of the extract of the Annual return in form MGT-9 as required under Section 92 of the Companies Act, 2013, is marked as which is annexed hereto and forms part of the Board's Report.

DEPOSITS

Your Company did not accept any deposits within the meaning of the Companies Act, 2013 and the Rules made there under.

RELATED PARTY TRANSACTIONS

According to the provisions of Section 188 read with Section 2(76) of the Companies Act, 2013, there are no related party transactions during the financial year 2014-15 a per notes to accounts.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. S.A. & Associates, Company Secretary, to conduct Secretarial Audit for the financial year 2014-15.The Secretarial Audit Report does not contain any qualification, reservation or adverse remark except as mentioned in the Annexure-1 to this report.

REPORT ON CORPORATE GOVERNANCE

Your Company continues to be committed to good Corporate Governance aligned with the good practices. Your Company is in compliance with the standards set out by clause 42 of the Listing Agreement with the Stock Exchanges. A detailed report on Corporate Governance compliance duly certified by the Practicing Chartered Accountant forms part of this report as Annexure.

RISK MANAGEMENT

Risk management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate / control the probability and / or impact of unfortunate events or to maximize the realization of opportunities.

Management of risk remains an integral part of your Company's operations and it enables your Company to maintain high standards of asset quality at a time of rapid growth of its lending business. The objective of risk management is to balance the trade-off between risk and return and ensure optimal risk-adjusted return on capital. It entails independent identification, measurement and management of risks across the businesses of your Company. Risk is managed through a framework of policies and principles approved by the Board of Directors supported by an independent risk function which ensures that your Company operates within a pre-defined risk appetite. The risk management function strives to proactively anticipate vulnerabilities at the transaction as well as at the portfolio level, through quantitative or qualitative examination of the embedded risks.

Your Company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. Your Company's management systems, organizational structures, processes, standards, code of conduct and behaviors govern how the Group conducts the business of the Company and manages associated risks.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors' Responsibility Statement referred to in clause (c) of sub-section (5) of Section 134 of the Companies Act, 2013, shall state 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) the directors 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) the directors 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) the directors had prepared the annual accounts on a going concern basis; and

(e) 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.

(f 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.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Corporate Social Responsibility (CSR) is commitment of the Company to improve the quality and living standard of the employees and their families and also to the community and society at large. The Company believes in undertaking business in such a way that it leads to overall development of all stake holders and Society.

APPRECIATION

The Board of Directors wishes to convey their appreciation to all the Company's managing body for their performance and continued support. The Directors would also like to thank all the Shareholders, Consultants, Customers, Vendors, Bankers, Service Providers, and Governmental and Statutory Authorities for their continued support.

By Order of the Board of Directors

For Richway International Trade Limited

DATE: 5th September, 2015 Sd/- PLACE: MUMBAI Sanjay Chaddha Chairman/Managing Director


Mar 31, 2014

Dear Members,

The Directors have pleasure to submit their Annual Report together with Audited Accounts and Auditor''s Report of the Company for the financial year ended 31st March, 2014.

OPERATION AND FINANCIAL RESULT

The performance of the company for the financial year ended 31st March, 2014:

PARTICULARS 2013-14 2012-13

Revenue from Operations 154,704,657.72 -

Other Income 2,580.00 65,000.00

Total Income 154,707,237.72 65,000.00

Less: Total Expenses 153,021,230.80 62,216.69

Profit before Tax 1,686,006.92 2,783.31

Less: Provision for Current Tax 520,977.82 859.00

Profit after Tax 1,165,029.10 1,924.31

Less: Income Tax for earlier years - -

Add: Profit brought forward from Previous year - -

Profit available for appropriation - -

Proposed Dividend on Equity Shares - -

Corporate Tax on Dividend - -

Balance carried to Balance Sheet 1,165,029.10 1,924.31

RESULT OF OPERATIONS:

During the current period of operation, Your Company has shown a marked improvement as turnover has increased in F.Y 2013-14 to Rs. 154,707,237.72 from Rs. 65,000.00 during FY 2012-13.

The Directors report that the working of the Company for the year under review has resulted in a Profit of RS. 1,165,029.10 /-(after tax).

DIVIDEND

In view of nominal profit during the year & for better prospective & expansion, your Directors do not propose any dividend.

CHANGE OF NAME

The name of our Company has been changed to "Richway International Trade Limited" vide fresh Certificate of Incorporation dated March 11, 2014.

BONUS ISSUE

The Company have issued 1,03,95,000 bonus shares to the shareholders of the company holding 11,55,000 equity shares of the company, in the ratio of 1: 9 equity shares held by them whose name appear in the Register of Members as on 30/10/2013 vide resolution no. 3, dated 04/11/2013 passed in the meeting of the Board of Directors of the company held on 04/11/2013, in pursuance to the consent given by the shareholders of the company in the Extra Ordinary General Meeting of the company held on 04/11/2013.

CHANGE IN AUTHORISED CAPITAL:

The Company has increased its Authorised Share Capital wide following resolution dated:

Date No. of Face Value Cumulative Cumulative Shares Value No.of Authorised Shares Capital

04/11/2013 10,390,000 10 103,900,000 11,550,000 115,500,000

15/02/2014 10,450,000 10 104,500,000 22,000,000 220,000,000

* The Company has Further Increased Its Authorised Capital on 21st of April 2014 from 22,000,000 shares to 22,600,000

PREFRENTIAL ALLOTMENT

During the financial year 2013.2014 Company issued equity shares on Preferential Allotment Basis on the following dates:

*Company Issued further Shares on 7-5-2014 /upon Preferential Basis of 1, 20,000 shares.

APPOINTMENT OF DIRECTORS

In accordance with the Articles of Association of the Company and the provisions of the Companies Act, 2013, the Directors of the Company are eligible for retirement by rotation.

RE-APPOINTMENT OF AUDITORS

M/s. SANJAY N SHAH & CO. ., statutory auditors of the Company retiring at the forthcoming Annual General Meeting of the company being eligible offer themselves for re-appointment as the statutory auditors of the company.

REPORT ON CORPORATE GOVERNANCE

Your Company continues to be committed to good Corporate Governance aligned with the good practices. Your Company is in compliance with the standards set out by clause 42 of the Listing Agreement with the Stock Exchanges. A detailed report on Corporate Governance compliance duly certified by the Practicing Company Secretary forms part of this report as Annexure ''A''.

AUDITORS REPORT

As regards the observations in the Auditor''s Report the explanations given in the Notes to the Accounts are self- explanatory.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGOINGS:

The information pursuant to section 217(1) (e) of the Companies (Disclosures of Particulars in the report of Board of Directors) Rules, 1988 is as under:

A. Conservation of Energy: Nil

B. Technology Absorption, Research & Development: Nil

C. Foreign Exchange Earning / Outgo: Nil,

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000 the Directors confirm that:

1. In the preparation of the annuals accounts, for the year ended 31st March 2014, all the applicable accounting standards prescribed by the Institute of Chartered Accountants of India have been followed;

2. The Directors had adopted 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 of the Company for that period.

3. The Directors 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.

4. The Directors had prepared the annual accounts on a going concern basis.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Corporate Social Responsibility (CSR) is commitment of the Company to improve the quality and living standard of the employees and their families and also to the community and society at large. The Company believes in undertaking business in such a way that it leads to overall development of all stake holders and Society.

APPRECIATION

The Board of Directors wishes to convey their appreciation to all the Company''s managing body for their performance and continued support. The Directors would also like to thank all the Shareholders, Consultants, Customers, Vendors, Bankers, Service Providers, and Governmental and Statutory Authorities for their continued support.

By Order of the Board of Directors For Richway International Trade Limited

Sd/- Umang Agarwal Chairman

DATE: 18th of April, 2014

PLACE: MUMBAI