As on: Jun 06, 2025 12:30 PM
TO
The Members of
RISHAB SPECIAL YARNS LIMITED JAIPUR
Your Directors have pleasure in presenting their 36th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31,2024.
1. Financial summary or highlights/Performance of the Company (Standalone)
FINANCIAL RESULTS
(Amount Rs. in Lacs)
Statement of Profit and Loss for the Year ended 31.03.2024
Particulars
2. Dividend: In view of carried forward losses, your directors are unable to declare dividend.
3. Reserves: In view of the current year operational loss the Board does not propose to appropriate any amount to carry to any kind of reserves.
4. Brief description of the Company's working during the year/State of Company's affair:
PERFORMANCE : Due to financial constraints, manufacturing activities stand discontinued. During the year under review company has not done any business and profit. During the year following expenses or not usual:
i) The Bombay Stock Exchanges charge penalty SEBI LODR Regulation of Rs.3,49,280/-during the FY 2023-24
The above item have increased the loss to that extent in the current year In Income side Following is not of regular nature: Company does not have any fixed assets in its books as on 31st March 2024.
The Company Secretary and Compliance Officer of the Company DEEPAK SHARMA has been appoint from 25.08.2023
6. 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 is no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.
7. Details in respect of adequacy of internal financial controls with reference to the Financial Statements. The company exercises adequate internal financial controls with reference to financial statement.
8. Details of Subsidiary/Joint Ventures/Associate Companies: There is no company which either became or ceased to be a Subsidiary, joint ventures or associate company during the year. Hence no statement about subsidiary company(ies) is required to be given.
9. Performance and financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement.
There is no subsidiaries, associates and joint venture companies of the company so report on the performance and financial position of these are not applicable to the company.
10. Deposits: The details relating to deposits, covered under exempt category of Chapter V of the Act,-
The company has taken interest-free unsecured loans, repayable on demand, from one party, who is Managing Director of the company, covered in the register maintained under section 189 of the Companies Act, 2013. Apart from above the company has not accepted any deposits. Repayments include funds taken on interest.
(a) Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved- There is no default in repayment of interest or deposit during the year.
(i) at the beginning of the year;: NIL (ii) maximum during the year; : NIL (iii) at the end of the year;: NIL
There is no such deposits which are not in compliance with the requirements of Chapter V of the Act;
11. Statutory Auditors
M/s BHATTER & ASSOCIATES, as Statutory auditor Chartered Accountants (FRN:131411W),as the Statutory Auditors of the Company, subject to ratification of their appointment at every AGM, if required under the Act. M/s BHATTER & ASSOCIATES, Chartered, Accountants (Firm Registration No.131411W), have consented to their appointment as Statutory Auditors and have confirmed that if appointed, their appointment will be in accordance with Section 139 read with Section 141 of the Act and fix their remuneration
12. Explanation or Comments by the Board on every qualification, reservation or adverse remark or disclaimer made in :
i) Auditors' Report: There is no qualification, reservation or adverse remark or disclaimer made by the auditor in his report, also the company is not having any fixed assets as at 31st March 2024. This condition indicates the existence of a material uncertainty that may cast significant doubt about the Company's ability to continue as going concern. Further they have mentioned that " However, Our Opinion is not modified in respect of above matter." It clearly indicates that Their report is unqualified.
ii) Secretarial Audit Report:
(a) physical/Electronic share holding pattern: 51.09 % equity share have been dematerialized as on 31st March,2024 and balance 48.01% shares are in physical Form.
(b) The current promoter has enter in to an agreement dated 8th march,2022 with Mr. Sanjay kumar Agrawal(Acquirer-1) and M/S Vimla Metcoke Ltd(Acquirer-2).The Intending Acquirer has already gone through an open offer and publication of detailed public statement in the news paper dated 15Th March,2023
13. Share Capital :
A) Issue of equity shares with differential rights
No equity shares issued during the year and all equity shares issued in earlier years have equal rights. No equity shares issued with differential rights till date.
B) Issue of sweat equity shares: The Company has not issued any sweat equity shares from inception to till date.
C) Issue of employee stock options: The company has not issued any employee stock options to any of it's employee from its inception to till date.
D) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees: No provision has been made for purchase of company's own shares by employees or by trustees for the benefit of employees from its inception to till date.
14. Extract of the annual return : Pursuant to Section 134(3)(a) of the Companies Act, 2013 read with rule 1(1) of the Companies (Management and Administration) Rules 2014, the extract of annual return is annexed herewith and forming part of the report. (Annexure - VII)
15. Conservation of energy, technology absorption and foreign exchange earnings and outgo :
Particulars in respect of 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 the Companies (Accounts) Rules, 2014 are set out in a separate statement attached hereto as Annexure - IV and forming part of the report.
16. Corporate Social Responsibility (CSR): Neither the Company fall under the criteria for which the Corporate Social Responsibility is applicable nor it has any operations. So the same is not applicable to the company.
17. Directors:
A) Changes in Directors and Key Managerial Personnel
Mr. SANJAY KUMAR AGRAWAL ,and Mr. Dhananjay Ganesh patil, Mrs.Rakhi Agrawal retires by rotation and being eligible offer himself/herself for re-appointment.
B) Declaration of Independence by Independent Director(s) and re- appointment, if any
Pursuant to section 149(6) of the Companies Act, 2013, Independent Directors of the Company have made a declaration confirming the compliance of the conditions of the independence stipulated in the aforesaid section.
C) Formal Annual Evaluation
The Board of Directors of the company has initiated and put in place evaluation of it's own performance, its committees and individual Directors. The result of the evaluation is satisfactory and adequate and meets the requirement of the company.
The Following Changes of director during the Period for The FY 2023-24:
1. Mr. Sanjay Kumar Agrawal (DIN: 05308288) who was designated as the Additional Director of the Company, Mr. Sandeep Kumar Agrawal (DIN: 07231227) who was designated as the Additional Director of the Company, Ms.Rakhi Agrawal (DIN: 10104480 ) who was designated as the Additional Director of the Company and Mr. Pratik Harshad Kalsariya (DIN: 07840355 ) who was designated as the Additional Director of the Company appoint from the company w.e.f 21/04/2023, were regularised vide EOGM dated on 24/05/2023.
2. Mr. Pratik Harshad Kalsariya who was designated as the Additional Director of the Company resigned from the company w.e.f 03/04/2024.
3. Mr. Dhananjay Ganesh Patil (DIN: 10233695) who was designated as the Director of the Company appoint from the company w.e.f 17/07/2023.
18. Number of meetings of the Board of Directors:
The Board has met 8 times and independent directors once for the agenda related to the year ended 31st March, 2024.
30Th May, 2023, 17Th July, 2023 ,12Th August, 2023, 23Rd August, 2023, 2ndSeptember, 2023, 9th November, 2023, 20Th November, 2023, 14Th February, 2024.
19. Detail of Committee of Directors: Composition of Audit Committee of Directors, Nomination and Remuneration Committee of Directors and Stakeholders Relationship/Grievance Committee of Directors, number of meetings held of each committee during the financial year 2023-24 and meeting attended by each members of the Committee as required under the Companies Act, 2013 are provided in Corporate Governance Report and forming part of the Report.
The recommendation by the Audit Committee as and when made to Board has been accepted by it.
20. Details of establishment of vigil mechanism for directors and employees: Your company has put in place the vigil mechanism. The detailed mechanism is given in Corporate Governance Report forming part of this report.
21. Policy on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of director and other matters provided under sub-section (3) of section 178: The Company has Constituted the Nomination and Remuneration Committee and Stakeholders relationship Committee the details of which are provided in the Corporate Governance Report.
22. Particulars of loans, guarantees or investments under section 186: There is no loan given, investment made, guarantee given or security provided by the Company to any entity under Section 186 of the Companies Act, 2013.
23. Particulars of contracts or arrangements with related parties: There is no transaction with related party which requires disclosure under section 134(3)(h) of the Companies Act, 2013 and Rule8(2) of the Companies (Accounts) Rules, 2014.
24. Managerial Remuneration: The Ministry of Corporate Affairs ("MCA") has amended the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("Managerial Remuneration Rules, 2014") by way of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2016 dated June 30, 2016 ("Amended Managerial Remuneration Rules, 2016"). Under these Rules a listed company is required to disclose (a) ratio of remuneration of director to the employees; (b) percentage increase in the remuneration of directors, key managerial personnel and employees; (c) average percentile increase already made in the salaries of employees and its comparison with the percentile increase in managerial remuneration and justification thereof etc., under its Board Report.
As your Company neither provide any remuneration to any Director nor has any employee on its Roll except C.F.O. and Company Secretary which are mandatory regulatory requirement. There is no change in monthly salary paid to C.F.O. and Company Secretary during the year. Hence, there is no change in remuneration from last year to this year.
25. Secretarial Audit Report A Secretarial Audit Report for the year ended on 31st March 2024 in prescribed form duly audited by the Practicing Company Secretary M/s Rantu Das & Associates is annexed herewith as Annexure – MR3 and forming part of the report.
26. Corporate Governance: Your Company re-affirm its commitment to Corporate Governance. As Paid-up Capital of the company is less than Rs. 10 Crore and Net worth is less than Rs. 25 Crores, hence Regulation 15(2) of the SEBI (Listing Obligations & Disclosures Requirements) Regulations, 2015 is applicable to us. Though Company is exempt from conditions of Corporate Govenance but still is compliant with the most conditions of Corporate Governance provisions as specified in chapter IV of the Securities and Exchange Board Of India (Listing Obligation and Disclosure Requirements) Regulation, 2015. A separate section on compliance with the conditions of Corporate Governance is annexed as Annexure-I, and a Certificate from the firm of Practicing Company Secretary in this regard is annexed as Annexure – II, hereto and forms a part of the report.
27. Risk management policy: During the year, Management of the Company, evaluated the existing Risk Management Policy of the Company to make it more focused in identifying and prioritizing the risks, role of various directors in monitoring and mitigation of risk and reporting process. The Risk Management Policy has been reviewed and found adequate to the requirements of the company.
28. MANAGEMENT DISCUSSION & ANALYSIS:
This has been included as a separate Annexure - III to this Report.
29. Directors' Responsibility Statement : Pursuant to the requirements of section 134(1)( c) of the Companies Act, 2013 and on the basis of explanation and compliance certificate given by the Directors of the Company, and subject to disclosures in the Annual Accounts and also on the basis of discussions with the Statutory Auditors of the company from time to time, we state as under :
(a) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
(b) that 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 at the end of the financial year and of the profit and loss of the company for that period;
(c) that the Directors have 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) that the Directors have prepared the annual accounts on a going concern basis; and
(e) that the Directors, in the case of a listed company, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
(f) that the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
30. Depository System : The company's shares can now be traded in electronic form. The company has entered into an agreement with CDSL to act as depository and for dematerialization of shares. CDSL has issued ISIN INE351DO1013 and activated the same. Some of the shareholders have already dematerialized the shares to electronic form but most of shares till date are in physical form. The shareholders are requested to convert their physical holding to demat form.
31. Business Responsibility Report: As Business Responsibility Report is applicable on top 1000 companies by market capitalization as on 31.03.2024. Your Company does not cover under it though some basic information of BRR are provided in Annexure-VI attached.
32. Employees: The Company does not have any employee except C.F.O. and Company Secretary during the year under review.
33. Safe & Conducive Workplace: The Company is committed to provide a safe and conducive work environment to its employees. During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal Act, 2013.
34. Web site: The Extract of Annual Return as provided under sub-section (3) of section 92 has been placed at company's web site www.rishabspecial.in.
35. Acknowledgements: The Board gratefully acknowledges the co-operation and support given by the Shareholder, Creditors,Bank and financial institutions and others.