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
thatÂ
(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
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