Mar 31, 2015
The Directors have pleasure in presenting the 21st Annual Report and
the Audited Accounts for the year ended on 31st March 2015.
FINANCIAL HIGHLIGHTS
(Amount in Rupees)
PARTICULARS 2014 -2015 2013-2014
Total Revenue 1,77,32,43,906 1,52,06,49,756
Less : Total Expenditure 1,73,18,34,844 1,46,57,82,410
Profit for the year 4,14,09,062 5,48,67,346
Less: Exceptional Items 1,39,050 33,142
Profit/(Loss) before Tax 4,12,70,012 5,48,34,204
Less : Tax Expenses 1,40,32,610 1,80,86,013
Current Tax 1,40,00,000 1,80,00,000
Deferred Tax 32,610 (5,710)
Short / Excess Provision of Tax - 91723
Profit / (Loss) after Tax expenses 2,72,37,402 3,67,48,191
OPERATIONS
During the financial year under review the company recorded a turnover
of 177.32 crores resulting in net profit of Rs. 2.72 crores after tax as
compared to Rs. 3.67 crores after tax overall performance of the company
was quite notable as compared with the figure of preceding financial
year.
DIVIDEND
Your Directors do not recommend any Dividend.
FIXED DEPOSITS
The Company has not accepted any public deposits and, as such, no
amount of principal or interest on public deposits was outstanding on
the date of Balance Sheet.
DIRECTORS
Mr. Abhinandan Jain retires by rotation and being eligible offers
himself for re-appointment.
AUDITORS
M/s. Motilal & Associates, Chartered Accountants, Mumbai bearing Firm
Registration Number : 106584W, are proposed to be appointed as Auditors
of the company from the conclusion of the ensuing Annual General
Meeting till the conclusion of the 25th Annual General Meeting, as
required under section 139 (1) of the Companies Act, 2013, company has
obtained a written consent from M/s. Motilal & Associates to such
appointment and also a Certificate to the effect that their
appointment, if made, would be in accordance with section 139 (1) of
the Companies Act, 2013 and the rules made there under.
AUDITORS REPORT
The Auditors' Report to the shareholders for the year ended March 31,
2015 does not contain any qualification and therefore do not call for
any explanation/comments.
SUBSIDARY COMPANIES
The company has formed three wholly owned subsidiaries viz; i) Risa
Universal Limited (Hong Kong) ii) Risa Global Limited (UK), and iii)
RISA International F.Z.E.(UAE) and since there were no operations
during the year, consolidated balance sheet, requirement has not been
presented.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the Section 134(3) (c) and Section 134 (5) of the Companies
Act, 2013, the Board of Directors of the Company hereby confirms:
1. That in the preparation of the accounts for the financial year
ended 31stMarch, 2015, the applicable accounting standards have been
followed along with proper explanation relating to material departures;
2. That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
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 the year under review;
3. That 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. That the Directors have prepared the accounts for the financial
year ended 31stMarch 2015 on a 'going concern' basis.
5. The internal financial controls laid and have been followed by the
company and that such controls are adequate and are operating
effectively. Such controls means controls and policies and procedures
adopted and adherence by the company for orderly and efficient conduct
of the business for safeguarding assets, prevention and detection of
frauds and errors and maintenance of accounting records and timely
preparation of financial statements and review its efficiency.
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.
PARTICULARS OF EMPLOYEES
As required under section 217(2A) of the Companies Act, 1956 read with
the Companies (Particulars of the Employees) Rules 1975, are not
applicable since, none of the employee of the company is drawing more
than Rs.60,00,000/- p.a. or Rs. 5,00,000/- p.m. for the part of the year,
during the year under review.
CONSERVATION OF ENERGY
Particulars with respect to conservation of energy in "Form A" pursuant
to Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 are not given as the Company was not engaged in
the activities specified in Schedule to the said Rules.
MATERIAL CHANGES AND COMMITMENT, IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY:
During the year under review there were no material change and
commitment affecting the financial position of the Company.
TECHNOLOGY ABSORPTION
The Company was not engaged in any activity relating to production and
manufacture. No amount was therefore spent towards technology
absorption. Particulars with respect to technology absorption in "Form
B" pursuant to the Companies (Disclosure of Particulars in Report of
Board of Directors) Rules, 1988 are
FOREIGN EXCHANGE EARNING AND OUTGO
a) Activities relating to exports, initiatives taken to increase
exports; development of new export markets for products and services;
and export plans: - NIL
b) Total foreign exchange used and earned:
Foreign Exchange used : - (Rs. 21,357 Last Year) Current Year 89,400
Foreign Exchange earned : - NIL
(Last Year figures NIL)
CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement the Report on Corporate
Governance and Management Discussion and Analysis are annexed to and
from part of this Annual Report.
NUMBER OF MEETINGS OF THE BOARD:
The Board met 6 times during the financial year, the details of which
are given 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.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Pursuant to the provisions of Section 152 of the Companies Act, 2013
and Rules made there under and the Articles of Association of the
Company, Mr. Abhinandan Jain, Director of the Company, retire by
rotation at the ensuing Annual General Meeting and being eligible
offered himself for re-appointment.
The Companies Act, 2013 provides the appointment of Independent
Directors. Pursuant to the provisions of Section 149 (4) of the
Companies Act, 2013 provides that every listed company shall have at
least one-third of the total number of directors as independent
directors. The Board of the Company is in compliance with aforesaid
section and had taken necessary steps for Compliance.
As per the Section 149(10) of the Companies Act, 2013 provides that
independent director shall hold office for a term of upto five
consecutive years on the Board of the Company; and shall be eligible
for re- appointment on passing a special resolution by the shareholders
of the Company.
Further, according to the Section 149 (11) of the Companies Act, 2013,
no independent director shall be eligible for appointment for more than
two consecutive terms of five years. Sub-section (13) states that the
provisions of retirement by rotation as defined in Sub-sections (6) and
(7) of Section 152 of the Act shall not apply to such independent
directors.
The Nomination and Remuneration Committee on 14/11/2014 has confirmed
and ratified the appointment of Mr. Shital Mutha and Mr. Vipin
Shantilal Champawat as Independent Director of the company for a period
of five years starting from 14th November, 2014 upto 13th November,
2019 and who are not liable to retire by rotation. On the
recommendation of the Nomination and Remuneration Committee, the Board
seeks the ratification of the same from the members of the Company.
Further, at the time of appointment of an independent director, the
Company issues a formal letter of appointment outlining his/her role,
functions, duties and responsibilities as a director.
INDEPENDENT DIRECTORS DECLARATION:
The Company has received necessary declaration from each independent
director under Section 149(7) of the Companies Act, 2013, that he/she
meets the criteria of independence laid down in Section 149(6) of the
Companies Act, 2013 and Clause 49 of the Listing Agreement.
The Independent Directors under section 149(6) of the Companies Act,
2013 declared that:
1. They are not a promoter of the Company or its holding, subsidiary
or associate company;
2. They are not related to promoters or directors in the company, its
holding, subsidiary or associate company.
3. The independent Directors have /had no pecuniary relationship with
company, its holding, subsidiary or associate company , or their
promoters, or directors, during the two immediately preceding financial
years or during the current financial year;
4. None of the relatives of the Independent Director has or had
pecuniary relationship or transaction with the company, its holding,
subsidiary or associate company, or their promoters, or directors,
amounting to two per cent. or more of its gross turnover or total
income or fifty lakh rupees or such higher amount as may be prescribed,
whichever is lower, during the two immediately preceding financial
years or during the current financial year;
5. Independent Director, neither himself nor any of his relatives-
(i) holds or has held the position of a key managerial personnel or is
or has been employee of the company or its holding, subsidiary or
associate company in any of the three financial years immediately
preceding the financial year in which he is proposed to be appointed;
(ii) is or has been an employee or proprietor or a partner, in any of
the three financial years immediately preceding the financial year in
which he is proposed to be appointed, of-
(A) a firm of auditors or company secretaries in practice or cost
auditors of the company or its holding, subsidiary or associate
company; or
(B) any legal or a consulting firm that has or had any transaction with
the company, its holding, subsidiary or associate company amounting to
ten percent. or more of the gross turnover of such firm;
(iii) Holds together with his relatives two percent. or more of the
total voting power of the company; or iv is a Chief Executive or
Director, by whatever name called, of any nonprofit organization that
receives twenty-five percent. or more of its receipts from the company,
any of its promoters, directors or its holding, subsidiary or associate
company or that holds two percent. or more of the total voting power of
the company;
6. Independent Director possesses such qualifications as may be
directed by the Board.
The Company & the Independent Directors shall abide by the provisions
specified in Schedule IV of the Companies Act, 2013.
BOARD EVALUATION:
Clause 49 of the Listing Agreement mandates that the Board shall
monitor and review the Board evaluation framework. 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 individual
directors. Schedule IV of the Companies Act, 2013 states that the
performance evaluation of independent directors should be done by the
entire Board of Directors, excluded the director being evaluated.
The evaluation of all the directors and the Board as a whole was
conducted based on the criteria and framework adopted by the Board. The
Board approved the evaluation results as collated by the Nomination and
Remuneration Committee.
PERFORMANCE OF THE BOARD AND COMMITTEES:
During the year under review, the performance of the Board & Committees
and Individual Director(s) based on the below parameters was
satisfactory:
(i) Most of the Directors attended the Board meeting;
ii) The remunerations if any paid to executive Directors are strictly
as per the company and industry policy. iii) The Independent Directors
only received sitting fees.
(iv) The Independent Directors contributed a lot in the Board and
committee deliberation and business and operation of the company and
subsidiaries based on their experience and knowledge and Independent
views. (v) The Credit Policy, Loan Policy and compliances were
reviewed periodically;
vi) Risk Management Policy was implemented at all critical levels and
monitored by the Internal Audit team who places report with the Board
and Audit committee.
MEETING OF INDEPENDENT DIRECTORS:
Pursuant of the provision of Section 149 (8) of the Companies Act, 2013
read with Schedule IV and Clause 49 of the Listing Agreement, the
Independent Directors of the Company held their meeting on 12th
February, 2015, reviewed the performance of non- independent directors
and the Board as a whole including the Chairperson of the Company,
views expressed by the executive directors and non-executive directors
at various level, and quantified the quality, quantity and timeliness
of flow of information between the Company, management and the Board
and expressed satisfaction.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:
The current policy is to have an appropriate mix of executive and
independent directors to maintain the independence of the Board and
separate its functions of governance and management. As on 31st March,
2015, the Board consists of 4 members. Out of which two is the
Independent Directors, two Promoter directors. The policy of the
Company on directors' appointment and remuneration, including criteria
for determining qualifications, positive attributes, independence of a
director and other matters provided under Sub section (3) of Section
178 of the Companies Act, 2013, adopted by the Board and are stated in
this Board report. We affirm that the remuneration paid to the
directors is as per the terms laid out in the nomination and
remuneration policy of the Company.
COMMITTEES OF THE BOARD:
Currently, the Board has Four Committees: 1) Audit Committee, 2)
Nomination and Remuneration Committee, 3) Risk Management Committee, 4)
Shares Transfer /Investor Grievances Committee. A detailed note on the
Board and its Committees is provided under the Corporate Governance
Report that forms part of this Annual Report.
NOMINATION AND REMUNERATION COMMITTEE AND STAKEHOLDERS RELATIONSHIP
COMMITTEE
Pursuant to the Section 178 of the Companies Act, 2013, the Company has
set up a Nomination and Remuneration and Stakeholders Relationship
Committee under the Chairmanship of the Independent Director Mr. Shital
Mutha.
The Gist of the Policy of the said committee: For Appointment of
Independent Director (ID):
a. Any person who is between the age of 25 years and below 75 years
eligible to become Independent Director(ID);
b. He has to fulfill the requirements as per section 149 of the
Companies Act, 2013 read with Clause 49 of the Listing Agreement;
c. Adhere to the code of conduct as per Schedule IV to the Companies
Act, 2013;
d. Strictly adhere to the Insider Trading Regulation of the SEBI and
Insider Trading policy of the Company;
e. Independent Director should have adequate knowledge and reasonably
able to contribute to the growth of the Company and stakeholders;
f. Independent Director should be able to devote time for the Board
and other meetings of the company;
g. Entitled for sitting fees and Reasonable conveyance to attend the
meetings; and
h. Able to review the policy, participate in the meeting with all the
stakeholders of the company at the Annual General Meeting
RISK MANAGEMENT POLICY
The company has developed Risk Management Policy mainly covering the
following areas of concerns
1. License and policy of respective Authority, statutory body all over
the Country in connection with Cotton fabrics and yarn trading
2. Adequate policy in connection with foreign exchange, management
fluctuations.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Board has adopted the policies and procedures for ensuring the
orderly and efficient conduct of its business, including adherence to
the Company's policies, the safeguarding of its assets, the prevention
and detection of frauds and errors, the accuracy and completeness of
the accounting records, and the timely preparation of reliable
financial disclosures.
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 Audit function
reports to the Chairman of the Audit Committee.
The Internal Audit Department 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
Board.
M/s. Dhawan & Co. - Chartered Accountants is the internal Auditor of
the Company.
AUDITORS: STATUTORY AUDITORS
At the Annual General Meeting held on August 27, 2014, M/s. Motilal &
Associates, Chartered Accountants, were appointed as statutory auditors
of the Company to hold office till the conclusion of the Next Annual
General Meeting to be held in the calendar year 2015. In this regard,
the Company has received a certificate from the auditors to the effect
that if they are re-appointed, it would be in accordance with the
provisions of Section 141 of the Companies Act, 2013
SECRETARIAL AUDITOR
P. D. Pandya & Associates Company Secretaries in Practice was appointed
to conduct the secretarial audit of the Company for the financial year
2014-15, as required under Section 204 of the Companies Act, 2013 and
Rules there under.
The Board has appointed P. D. Pandya & Associates, Company Secretary in
Practice, as secretarial auditor of the Company for the financial year
2015-16.
RELATED PARTY TRANSACTIONS/CONTRACTS:
Pursuant to the Section 134(3)(h) of the Companies Act, 2013 and Rule
8(2) of the Companies (Accounts) Rules, 2014, the particulars of
contract or arrangement entered into by the Company with related
parties referred to in Section 188(1) are available in the Note No. 1
(II) (O) to the Standalone financial statements section of the Annual
Report.
EXTRACT OF ANNUAL RETURNS
Pursuant to the Section 134(3) (a) of the Companies Act, 2013, the
details forming part of the extract of the Annual Return is Form MGT-9
is Annexure-V.
AUDITORS REPORT
The Auditors have not made any qualification to the financial
statement. Their reports on relevant notes on accounts are
self-explanatory and do not call for any comments under section 134 of
the companies Act, 2013.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS/REGULATORS:
There are no significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status and Company's
operations in future.
ACKNOWLEDGEMENT
The Directors wish to place on record their appreciation for the
contributions made by the employees at all the levels, whose continued
commitment and dedication helped the Company to achieve better results.
The Directors also wish to thank customers, bankers, and other
stakeholders etc. for their continuous support.
By Order of the Board
Place: Mumbai
Date : 14/08/2015 Abhinandan Jain Arihant Jain
Whole Time Director Executive Director
Din No. 03199953 Din No. 03288261
Mar 31, 2014
The Members,
Risa International Limited
The Directors have pleasure in presenting the 20th Annual Report and
the Audited Accounts for the year ended on 31st March 2014.
FINANCIAL HIGHLIGHTS Rs. in Lacs
PARTICULARS 2013-2014 2012-2013
Total Revenue 14,960.42 329.32
Less : Total Expenditure 14,411.75 320.51
Profit for the year 548.67 8.81
Less : Exceptional Items (0.33) 0.63
Profit/(Loss) before Tax 548.34 8.18
Less : Tax Expenses
Current Tax 180.00 5.48
Deferred Tax -0.06 -
Short / Excess Provision of Tax 0.92 -
Profit/ (Loss) after Tax expenses 367.48 2.70
OPERATIONS
During the financial year under review the company recorded a turnover
of Rs. 148.38 crores resulting in net profit of Rs. 3.68 crores after tax
as compared to Rs. 3.08 crores turnover in preceding financial year and
net profit of Rs. 0.027 crores, after tax overall performance of the
company was quite notable as compared with the figure of preceding
financial year.
DIVIDEND
Board of directors recommends dividend of Rs. 0.50 (5%) per share,
amounting to Rs. 1, 86, 60,732 (including Dividend Distribution Tax)
subject to the approval of the shareholders at the ensuing Annual
General Meeting. The dividend if approved will be paid to those
shareholders, whose names appear on Registrar of Members as on 14th
August, 2014.
FIXED DEPOSITS
The Company has not accepted any public deposits and, as such, no
amount of principal or interest on public deposits was outstanding on
the date of Balance Sheet.
DIRECTORS
Mr. Vipin Chamapawat retires by rotation and being eligible offers
himself for re-appointment.
AUDITORS
M/s. Motilal & Associates, Chartered Accountants, Mumbai bearing Firm
Registration Number : 106584W, are proposed to be appointed as Auditors
of the company from the conclusion of the ensuing Annual General
Meeting till the conclusion of the next Annual General Meeting, as
required under section 139 (1) of the Companies Act, 2013, company has
obtained a written consent from M/s. Motilal & Associates to such
appointment and also a Certificate to the effect that their
appointment, if made, would be in accordance with section 139 (1) of
the Companies Act, 2013 and the rules made there under.
AUDITORS REPORT
TThe Auditors'' Report to the shareholders for the year ended March 31,
2014 does not contain any qualification and therefore do not call for
any explanation/comments.
SUBSIDARY COMPANIES
During the year under review the company has formed two wholly owned
subsidiaries i) Risa Universal Limited (Hong Kong) and ii) Risa Global
Limited (UK), and since there were no operations during the year
consolidated balance sheet, requirement has not been presented.
DIRECTORS RESPONSIBILITY STATEMENT
As required under section 217(2AA) of the Companies Act, 1956 relating
to the Directors Responsibility Statement, it is hereby confirmed that:
a) In the preparation of the Annual Account for the financial year
ended 31st March, 2014 the applicable accounting standard have been
followed along with proper explanations relating to material
departures.
b) The directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are responsible
and prudent so as to give a true and fair view of the state of affairs
of the Company as at the end of the financial year and of the Profit of
the Company for the year ended on that date.
c) The directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
d) The directors have prepared the Annual Accounts on a going concern
basis.
PARTICULARS OF EMPLOYEES
As required under section 217(2A) of the Companies Act, 1956 read with
the Companies (Particulars of the Employees) Rules 1975, are not
applicable since, none of the employee of the company is drawing more
than ^60,00,000/- p.a. orRs.5,00,000/- p.m. for the part of the year,
during the year under review
CONSERVATION OF ENERGY
Particulars with respect to conservation of energy in "Form A" pursuant
to Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 are not given as the Company was not engaged in
the activities specified in Schedule to the said Rules.
TECHNOLOGY ABSORPTION
The Company was not engaged in any activity relating to production and
manufacture. No amount was therefore spent towards technology
absorption. Particulars with respect to technology absorption in "Form
B" pursuant to the Companies (Disclosure of Particulars in Report of
Board of Directors) Rules, 1988 are therefore not given.
FOREIGN EXCHANGE EARNING AND OUTGO
a) Activities relating to exports, initiatives taken to increase
exports; development of new export markets for products and services;
and export plans: - NIL
b) Total foreign exchange used and earned: Foreign Exchange used :
-Rs.21,356 Foreign Exchange earned: - NIL
(Last Year figures NIL)
CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement the Report on Corporate
Governance and Management Discussion and Analysis are annexed to and
from part of this Annual Report.
ACKNOWLEDGEMENT
The Directors wish to place on record their appreciation for the
contributions made by the employees at all the levels, whose continued
commitment and dedication helped the Company to achieve better results.
The Directors also wish to thank customers, bankers, and other
stakeholders etc. for their continuous support.
By Order of the Board
Date: 30/07/2014 Whole time Director
Place: Mumbai (DIN : 03199953)
Mar 31, 2013
To, The Members of Risa International Limited
The Directors have pleasure in presenting the 19th Annual Report and
the Audited Accounts for the year ended on 31st March 2013.
FINANCIAL HIGHLIGHTS Rs. in Lacs
PARTICULARS 2012-2013 2011-2012
Total Revenue 329.32 -
Less: Total Expenditure 320.51 5.14
Profit for the year 8.81 (5.14)
Less : Exceptional Items 0.63 -
Profit/(Loss) before Tax 8.18 (5.14)
Less : Tax Expenses 5.48 -
Profit / (Loss) after Tax expenses 2.70 (5.14)
PERFORMANCE
During the year under review the profit of the company has been
increased to Rs. 8,18,024 as against loss in the previous financial
year. Net Profit after Tax for the current year is Rs. 2,70,024 as
against loss of Rs. -5,13,748 in the previous year.
DIVIDEND
Directors do not recommend any dividend for the year under review in
order to conserve resources.
DIRECTORS
Mr. Shital Mutha retire by rotation and being eligible offers himself
for re-appointment and during the year under review, Mr. Arihant Jain
was appointed as additional director of the Company by the Board w.e.f.
27thMay, 2013 and Mrs. Teena Shethi has resigned from Directorship with
effect from 2nd May, 2013.
FIXED DEPOSITS
The Company did not invite/accept/renew any fixed deposits during the
year under review.
PARTICULARS OF EMPLOYEES
As required under section 217(2A) of the Companies Act, 1956 read with
the Companies (Particulars of the Employees) Rules 1975, are not
applicable since, none of the employee of the company is drawing more
than Rs. 60,00,000/- p.a. or Rs. 5,00,000/- p.m. for the part of the
year, during the year under review.
ENERGY. TECHNOLOGY AND FOREIGN EXCHANGE
The Company does not have any manufacturing operations and therefore
provisions of Section 217(1) (e) of the Companies Act, 1956 relating to
conversation of Energy and Technology Absorption are not applicable.
AUDITORS
M/s. Motilal & Associates, Chartered Accountant, Mumbai will retire at
the conclusion of the ensuing Annual General Meeting and are eligible
for reappointment.
AUDITORS REPORT
The observations of the Auditors in their report, read with notes
annexed to accounts, are self explanatory and therefore do not call for
the any further comment and explanation under section 217(3) of the
Companies Act, 1956.
DIRECTORS RESPONSIBILITY STATEMENT
As required under section 217(2AA) of the Companies Act, 1956 relating
to the Directors Responsibility Statement, it is hereby confirmed that:
a) In the preparation of the Annual Account for the financial year
ended 31st March, 2013 the applicable accounting standard have been
followed along with proper explanations relating to material
departures.
b) The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are responsible
and prudent so as to give a true and fair view of the state of affairs
of the Company as at the end of the financial year and of the Profit of
the Company for the year ended on that date.
c) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
d) The Directors have prepared the Annual Accounts on a going concern
basis.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to Clause 49 of the Listing Agreement the Report on Corporate
Governance and Management Discussion and Analysis are annexed to and
form part of this Annual Report.
ACKNOWLEDGEMENT
The Directors wish to place on record their appreciation for the
contributions made by the employees at all the levels, whose continued
commitment and dedication helped the Company to achieve better results.
The Directors also wish to thank customers, bankers, and other
stakeholders etc. for their continuous support.
By Order of the Board
For RISA INTERNATIONAL LIMITED
Place : Mumbai
Date : 14.08.2013 Abhinandan Jain
Whole time Director
Mar 31, 2010
The Directors have pleasure in presenting the 16th Annual Report and
the Audited Accounts for the year ended on 31st March 2010.
BUSINESS PERFORMANCE:
Current Year Ended Previous Year
31-03-2010 Ended
(Rs.) 31-03-2009
(Rs.)
Gross Income 1,454,419 2,513,565
Total Expenditure 1,651,444 2,976,583
Profit for the Year (197,025) (463,018)
Extra à ordinary items 204,239 --
Deferred Income tax (683,636) --
Loan & Advances W/off (2,078,750) --
Profit / (Loss) after Tax (2,755,172) (465,198)
Profit / (Loss) bought from Previous (53,291,942) (52,826,744)
Year
Balance carried to Balance Sheet (56,047,114) (53,291,942)
PERFORMANCE :
The resources of the Company were optimally utilized to maximize the
return with minimize risk. The Proactive and Pragmatic approach of the
Company has reflected in the results in spite of the difficult and
turbulent Economic conditions prevailing in the Country.
DIVIDEND :
Your Directors do not recommend any dividend for the year ended 31st
March, 2010 in view to conserve the resources.
DIRECTORS :
Mr. Ajay Vijaykumar Manek, Director of the Company retires by rotation,
being eligible, offers himself for re-appointment.
Mr. Satyajit Mishra and Mr. Dhirajlal Chhaganbhai Patel were appointed
as additional directors of the Company by the Board w.e.f 6th August,
2010 and the Company has received a notice u/s 257 from a member of the
Company for proposing their appointment as directors at the forthcoming
Annual General Meeting.
FIXED DEPOSITS :
The Company did not invite/accept/renew any fixed deposits during the
year under review.
PARTICULARS OF EMPLOYEES :
The Company has not paid any remuneration pursuant to provisions of
section 217 (2A) of the Companies Act, 1956 read with the Companies
(Particulars of Employees) Rules, 1975 as amended vide Notification no.
GSR 839 (c) dated 25/10/2000.
ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE :
As required by the Companies (Disclosure of Particulars in the Report
of Board of Directors) Rules, 1988 the relevant information pertaining
to conservation of energy, technology absorption, foreign exchange
earnings and outgo are as follows :
A) CONSERVATION OF ENERGY :
The Company continues its policy of encouraging energy conservation
measures. The regular review of energy consumption and the systems
installed to control utilization of energy is undertaken.
B) RESEARCH DEVELOPMENT ACTIVITIES :
Continuous efforts are being made to improve reliability and quality
through in à house R&D efforts.
C) TECHNOLOGY ABSORPTION :
The Company is equipped with technologies from world leaders
D) FOREIGN EXCHANGE EARNINGS & OUTGO :
There are no foreign exchange and outgo during the year under review.
AUDITORS REPORT :
The observations of the Auditors in their report, read with notes
annexed to accounts, are self explanatory and therefore do not call for
the any further comment and explanation under section 217(3) of the
Companies Act, 1956.
AUDITORS :
M/s. D. J. Shukla & Co., Chartered Accountant, the Auditors retire at
the ensuing Annual General Meeting but being eligible offer themselves
for reappointed. The Company has received the letter from Auditors to
the effect that their appointment if made it would be within the
prescribed limits under section 224 (1B) of the Companies Act, 1956.
Your Directors recommend reappointment of M/s. D. J. Shukla & Co. as
the Auditors of the Company.
DIRECTORS RESPONSIBILITY STATEMENT
As required under section 217(2AA) of the Companies Act, 1956 relating
to the Directors Responsibility Statement, it is hereby confirmed that:
1) In the preparation of the Annual Account for the financial year
ended 31st March, 2010 the applicable accounting standard have been
followed along with proper explanations relating to material
departures.
2) The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are responsible
and prudent so as to give a true and fair view of the state of affairs
of the Company as at the end of the financial year and of the Profit or
Loss of the Company for the year ended on that date.
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, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
4) The Directors have prepared the Annual Accounts on a going concern
basis.
STATEMENT PURSUANT TO LISTING AGREEMENTS
The company's shares are listed with The Bombay Stock Exchange, Delhi
Stock Exchange Assoc. Ltd, and Ahmedabad Stock Exchange Ltd. The
Company has paid the respective Annual Listing Fees up to date.
ACKNOWLEDGEMENT
The Directors wish to place on record their appreciation for the
contributions made by the employees at all the levels, whose continued
commitment and dedication helped the Company to achieve better results.
The Directors also wish to thank customers, bankers, etc. for their
continuous support. Finally your Directors would like to express their
sincere & whole-hearted gratitude to all of you for your faith in us,
in your Co-operation & never failing support.
By Order of the Board
For Govindji Trikamdas Exports Limited
Sd/-
Ketan V. Manek
Managing Director
Sd/-
Ajay V. Manek
Director
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