TO THE MEMBERS,
Your Directors have pleasure in presenting their Forty-First (41st)
Annual Report, together with the Audited Statement of Accounts for the financial year
ended March 31, 2026.
FINANCIAL SUMMARY
The summarized financial results of the Company for the year ended
March 31, 2026 are presented below:
( in Lacs)
| Particulars |
2025-2026 |
2024-2025 |
| Revenue from Operations |
7,198.97 |
7436.11 |
| Other Income |
430.67 |
971.80 |
Total Income |
7,629.64 |
8407.91 |
Profit / (Loss) before Depreciation,
Finance Cost and Tax |
931.76 |
1517.09 |
| Less: Depreciation |
54.16 |
62.44 |
| Finance Cost |
14.25 |
13.97 |
Profit /(Loss) before Tax |
863.35 |
1440.68 |
| Less: Provision for Tax (Including Income
Tax, Prior period tax) |
321.82 |
207.19 |
| Less: Deferred Tax |
(128.46) |
167.12 |
Profit/(Loss) after Tax |
669.99 |
1066.37 |
| Add: Other Comprehensive Income |
(10.05) |
(23.65) |
Total Comprehensive Income carried to
Other Equity |
659.94 |
1042.72 |
BUSINESS OVERVIEW AND STATE OF AFFAIRS
The global economic environment during the year remained marked by
heightened geopolitical tensions, ongoing regional conflicts, and evolving trade dynamics,
including tariff realignments and supply chain diversification. These factors, coupled
with fluctuating energy prices and tighter financial conditions in certain economies,
continued to create uncertainty in global growth prospects.
Against this backdrop, India demonstrated notable resilience, with real
GDP growth estimated at approximately 6.5% in FY 2025 26, remaining among the highest
globally. Growth was supported by strong domestic demand, sustained government capital
expenditure, and continued momentum in the manufacturing sector.
From the Company's perspective, the year was characterized by
input cost volatility and dynamic market conditions. The moderation in feedstock prices
towards the end of the year provided some relief; however, margin pressures persisted due
to lag effects and competitive pricing environments. The Company mitigated the impact of
weaker demand in export markets through a stronger focus on domestic sales, where volume
growth remained encouraging.
The Company continues to closely monitor global developments, optimize
its product mix, enhance operational efficiencies, and strengthen its market presence to
navigate emerging challenges and capitalize on growth opportunities.
During the year under review, your Board approved estimated capital
expenditure of 35.00 crore for the establishment of a new business line in
Plastics/Plastics compounding and also for capacity expansion of the existing business, at
Wadivare factory site.
Your Company's sales turnover during the year under review was
7198.97 lacs as compared to 7436.11 lacs in the previous year. Other income in the year
under review was 430.67 lacs as compared to 971.80 lacs in previous year, due to sharp
decrease in value of investment portfolio in the last month of the financial year. Hence,
total of sales and other income decreased to 7629.64 lacs from 8407.91 lacs in the
previous year. The Profit Before Tax (PBT) for the period was 863.35 lacs as against
profit of 1440.68 lacs in the previous year.
SHARE CAPITAL
The total issued and paid-up share capital of the Company as on March
31, 2026 is 9,16,36,030/- divided into 91,63,603 equity shares of 10/- each. There was no
change in the share capital of the
Company during the year under review.
EVENTS OCCURING AFTER THE BALANCE SHEET DATE
No material changes and commitments which could affect the financial
position of the Company have occurred between the end of the financial year of the Company
to which the financial statements relate and the date of this Report.
DIVIDEND
The Board of Directors of the Company recommends for consideration of
shareholders at the 41st Annual
General Meeting, the payment of final dividend @ 15 % ( 1.50 per share)
(subject to tax deduction at source) on the equity shares of face value of 10/- each for
the year ended March 31, 2026. The Board proposes to transfer an amount of 25.00 lacs to
the General Reserve.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
In accordance with Section 124 and 125 of the Companies Act, 2013 and
Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and Refund)
Rules, 2016 and amendments thereof, equity dividend amount of 199,458 /- (for FY 2017-18)
which remained unclaimed for a period of seven years was transferred to the Investor
Education and Protection Fund (IE&PF) during the year. Further, 9,020 equity shares
pertaining to such unclaimed dividend for financial year 2017-18 was also transferred to
the IE&PF Authority, as per the statutory provisions. Dividend amount of 334,185/- for
the financial year 2024-25, in respect of the shares held by the IE&PF Authority was
also transferred to the designated IE&PF bank account during the year.
Your Company has appointed the Company Secretary of the Company, Mr.
Agnelo A. Fernandes, as the Nodal Officer under the aforesaid IE&PF Rules. Further
details pertaining to IE&PF transfer are available on the IE&PF website:
www.iepf.gov.in and on the Company website on the following weblink- http://
www.rishiroop.in/investors/corporate-governance/downloads/.
DIRECTORS
Pursuant to Section 149(11) of the Companies Act, 2013, Mrs. Vijyatta
Jaiswal (DIN: 07131327) Non-
Executive Independent Director of the Company, demitted office at the
conclusion of the 40th Annual General Meeting of the Company consequent to
completion of her second and final term of her appointment of five consecutive years as
Independent Director. The Board of Directors places on record its appreciation for the
assistance and guidance provided by Mrs. Vijyatta Jaiswal during her tenure as an
Independent Director of the Company, specifically in the realm of accountancy, taxation,
regulatory compliance and risk management.
The Board in the meeting held on May 15, 2025, appointed Mrs. Falguni
Hitesh Shah (DIN: 00635202), a practicing chartered accountant having over 30 years of
experience, as an Additional Director of the Company (in the capacity of Non-Executive
Independent Director). Her appointment as Non-Executive Independent Director for a term of
five consecutive years from May 15, 2025 to May 14, 2030 was approved by the members
through a Special Resolution passed through Postal Ballot on June 30, 2025. In terms of
Articles of Association of the Company and the Companies Act, 2013, Mr. Arvind M. Kapoor
(DIN: 00002704), Director of the Company, is liable to retire by rotation at the ensuing
Annual General
Meeting of the Company, and being eligible, offers himself for
re-appointment.
Mr. Kapoor is M.S. (Polymer Engg.) USA and B.Tech., IIT Mumbai, and has
over 44 years of valuable industrial and managerial experience. He is a director on the
board of five companies of the Rishiroop
Group. Other than this, he does not hold any directorships and
membership of any Committees of the
Boards of Directors of any other companies, except Rishiroop Limited.
He is holding 250,000 shares of the Company as on March 31, 2026.
The Board considers that his continued association would be of immense
benefit to the Company, and it is desirable to continue to avail services of Mr. Kapoor as
non-executive Director. Accordingly, the
Board of Directors recommends his reappointment as Director of the
Company.
All the appointments of Directors of the Company are in compliance with
the provisions of Section 164 of the Companies Act, 2013.
All Independent directors have given the declarations that they meet
the criteria of independence as laid down under section 149(6) of the Companies Act, 2013,
and clause 16(b) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations,
2015. In the opinion of the Board, all the Independent Directors possess the integrity,
expertise and experience including the proficiency required to be Independent Directors of
the Company, that they fulfill the conditions of independence as specified in the Act and
SEBI (LODR) Regulations, 2015 and are independent of the management and have also complied
with the Code for Independent Directors as prescribed in Schedule IV of the said Act.
All Independent Directors of the Company have confirmed that they have
already registered their names with the data bank maintained by the Indian Institute of
Corporate Affairs ["IICA"] as prescribed by the Ministry of Corporate Affairs
under the relevant Rules, and have either cleared or are exempt from the online
proficiency self-assessment test conducted by IICA which is prescribed under the relevant
Rules.
All Directors and Senior Management Personnel have confirmed compliance
with the Code of Conduct for Directors and Senior Management Personnel.
The relevant details of the Directors, and their attendance at Board
and Committee meetings are given in the Corporate Governance Report attached herewith.
KEY MANAGERIAL PERSONNEL (KMP)
Mr. Aditya A. Kapoor, Managing Director, Mr. Mittal N. Savla, Chief
Financial Officer and Mr. Agnelo A.
Fernandes, Company Secretary are the KMP of your Company.
BOARD COMMITTEES
The Board has constituted various committees consisting of Executive
and Non-Executive Directors of the Company to ensure good corporate governance and in
compliance with the requirements of the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
Currently, the Board has four committees, viz.
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders' Relationship Committee
4. Corporate Social Responsibility Committee
Details of all the Committees along with their composition, terms of
reference and other details are provided in the report on Corporate Governance.
NUMBER OF MEETINGS OF THE BOARD & COMMITTEES
The details of the number of meetings of the Board and Board Committees
held during the financial year 2025-26 forms part of the Corporate Governance Report.
ANNUAL EVALUATION OF THE BOARD
The Independent Directors, during their separate meeting held on
February 10, 2026 and the Board in its meeting also held on February 10, 2026, conducted a
formal evaluation of the performance of the
Chairman, Managing Director, Non-Executive Director, Independent
Directors, the Board as a whole and also that of its Committees in accordance with the
requirements of Sec. 134(3)(p) of the Companies Act, 2013, and as per SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
The manner in which formal annual evaluation of the performance of the
Board, its Committees and of individual directors has been made is summarized below:
1. Nomination and Remuneration Committee of the Board had prepared and
sent through its Chairman, draft parameterized feedback forms for evaluation of the Board,
Independent Directors, Managing
Director, Non-Executive Director and Chairman.
2. Independent Directors at a meeting without anyone from the
non-independent directors and management person present, considered/evaluated the
Board's performance, performance of the Chairman and other non-independent Directors.
3. The Board subsequently evaluated performance of the Board, the
Committees and Independent Directors (without participation of the concerned director).
Board also evaluated the fulfillment of independence criteria by the independent
directors.
CORPORATE GOVERNANCE REPORT
As per SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Corporate Governance Report with the Auditors' Certificate
thereon are attached hereto and forms part of this Report.
MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the
Management Discussion and Analysis is attached hereto and forms part of
this Report.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN
FUTURE
There are no significant and material orders passed by the
Regulators/Courts that would impact the going concern status of the Company and its future
operations.
DEPOSITS
During the year, your Company has not accepted deposits from the
shareholders and others, and has complied with the provisions of Section 73 of the
Companies Act, 2013 and the Rules made thereunder.
SUBSIDIARIES/JOINT VENTURE/ASSOCIATE COMPANIES
Your Company does not have any subsidiary, joint venture or associate
companies. Therefore, Form AOC-1 is not annexed to this Report.
DIRECTORS' RESPONSIBILITY STATEMENT U/S 134(5) OF THE COMPANIES
ACT, 2013
Pursuant to the provisions of Section 134(5) of Companies Act, 2013, as
amended, with respect to the
Directors' Responsibility Statement, it is hereby confirmed that:
1) In the preparation of the accounts for the financial year ended
March 31, 2026, the applicable Accounting Standards have been followed along with proper
explanation relating to material departures;
2) The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company as at March 31, 2026,
and of the profit and loss of the Company for the year ended March 31, 2026; 3) The
Directors have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
4) The Directors have prepared the annual accounts for the financial
year ended March 31, 2026 on a going concern basis; 5) The Directors had laid down
internal financial controls to be followed by the Company and that such internal financial
controls are adequate and were operating effectively;
6) The Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
STATUTORY AUDITORS & AUDITORS' REPORT
Jayesh Dadia & Associates LLP, Chartered Accountants (Registration
No. 121142W/W100122), were appointed as Statutory Auditors at the 37th Annual
General Meeting till the conclusion of 42nd Annual General Meeting of the
Company.
The observations of the Statutory Auditors on the annual financial
statement for the year ended March 31, 2026, including the relevant notes to the financial
statement are self-explanatory, and therefore, do not call for any further comments. The
said Auditors' Report which has been issued with unmodified opinion does not contain
any qualification, reservation or adverse remark.
REPORTING OF FRAUDS, IF ANY
Pursuant to the provisions of Section 134(3)(ca) of Companies Act,
2013, it is hereby confirmed that during the financial year 2025-26, there have been no
frauds reported by the auditors.
SECRETARIAL AUDITORS & SECRETARIAL AUDIT REPORT
At the last Annual General Meeting held on September 8, 2025, as per
requirement of the Companies
Act, 2013, the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 read with Regulation 24A of the SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 2015, the Members, on the recommendation of the
Board of Directors and its Audit Committee, approved the appointment of DM &
Associates Company Secretaries LLP (FRN: L2017MH003500), a peer reviewed firm of Company
Secretaries, as the Secretarial Auditors of the Company to hold office for a term of five
consecutive years up to FY 2030. DM & Associates Company Secretaries LLP have
confirmed that they are not disqualified from continuing as the Secretarial Auditors of
the Company.
DM & Associates Company Secretaries LLP have conducted Secretarial
Audit for the FY 2025-26 and the
Secretarial Audit Report in Form MR-3 dated April 30, 2026 issued by
them, is attached separately to this
Report. Further, pursuant to Regulation 24A of SEBI (Listing Obligation
and Disclosure Requirements)
Regulations, 2015, the Secretarial Compliance Report dated April 30,
2026, in the prescribed format, is attached to this Report. The aforesaid Reports are
self-explanatory and do not call for any further explanation.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY
The Company has not given any loans or guarantees covered under the
provisions of Section 186 of the Companies Act, 2013. The details of the investments made
by Company are given in the Notes to the financial statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the financial year, your Company entered into related party
transactions, including renewing the leave and license agreement with Rishiroop Polymers
Private Limited, a related party, in respect of the office premises situated at 1005, The
Summit Business Bay, Andheri - Kurla Road, Andheri East, Mumbai 400 093 for locating the
Corporate Office of the Company. Justification for the transaction: Most favorable terms
offered including competitive rental charges, no security deposit, no brokerage payment,
fully furnished office, synergy of operations with other group companies etc.
All the related party transactions were on arm's length basis.
There were no material transactions with any related party as defined under Section 188 of
the Act read with the Companies (Meeting of Board and its Powers), Rules, 2014.
All related party transactions have been approved by the Audit
Committee of your Company and by the Board of Directors. Prior omnibus approval of the
Audit Committee is obtained for the transactions which are of a foreseen and repetitive
nature. A statement of all Related Party Transactions pursuant to the omnibus approval so
granted is placed before the Audit Committee and the Board of Directors for their approval
on a quarterly basis, specifying the nature, value of the transactions and other
prescribed details.
Details of the related party disclosures and transactions (including
transactions of the Company with any person or entity belonging to the promoter/promoter
group which holds 10% or more shareholding in the Company), as applicable, are given in
Note no. 36 to the financial statements. Since the related party transactions are all on
arm's length, and there are no material contracts, arrangement or transactions, and
hence, Form AOC-2 is not annexed to this Report.
In compliance with the provisions of Regulation 34(3) read with Para A
- Schedule V of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015
read with section 134(3)(h) of the Act, since your Company has no holding, subsidiary or
associate company, it is confirmed that no loans or advances in the nature of loans have
been received or paid to such companies, and that no loans or advances in the nature of
loans have been received or paid to any firms or companies in which a director is
interested and no investments have been made in the shares of holding companies or any of
its subsidiaries.
POLICY ON RELATED PARTY TRANSACTIONS OF THE COMPANY
The revised policy on Related Party Transactions as reviewed and
approved by the Board in the meeting held on May 15, 2025 is accessible on the Company
website viz. http://www.rishiroop.in/investors/ corporate-governance/policies/.
RISK MANAGEMENT
The Company is exposed to inherent uncertainties owing to the sectors
in which it operates. The Company's risk management processes focus on ensuring that
these risks are identified on a timely basis and addressed. The Company has a policy on
Risk Management, which is accessible on the Company website:
http://www.rishiroop.in/investors/corporate-governance/policies/.
INSURANCE
Your Company has taken appropriate insurance for all assets against
foreseeable perils.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
Your Company has an adequate system of internal control commensurate
with the size and the nature of its business, which ensures that transactions are
recorded, authorized and reported correctly apart from safeguarding its assets against
loss from wastage, unauthorized use, and removal.
The internal control system is supplemented by documented policies,
guidelines, and procedures.
The Company's internal auditors continuously monitors the
effectiveness of the internal controls with a view to provide to the Audit Committee and
the Board of Directors an independent, objective and reasonable assurance of the adequacy
of the organization's internal controls and risk management procedures. The Internal
Auditor submits detailed reports on quarterly basis to the Audit Committee and management.
The Audit Committee reviews these reports with the executive management with a view to
provide oversight of the internal control system.
Your Company is in compliance with the Companies Act, 2013, the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 and the applicable
Secretarial Standards approved by the Central Government. Your Company has framed and put
into effect, several policies on important matters such as Nomination and Remuneration of
directors and KMP, materiality of events/information, preservation of documents/archival
policy etc., which provide robust guidance to the management in dealing with such matters
to support internal control. Your Company reviews its policies, guidelines, and procedures
of internal control on an ongoing basis in view of the ever-changing business environment
and regulatory requirements.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION INCLUDING
CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR,
KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES
The Board shall have minimum 3 (three) and maximum 15 (fifteen)
directors, unless otherwise approved.
No person of age less than 21 years shall be appointed as a director on
the Board. The Company shall have such persons on the Board who complies with the
requirements of the Companies Act, 2013, provisions of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Memorandum and Articles of Association of
the Company and all other statutory provisions and guidelines as may be applicable from
time to time. Composition of the Board shall be in compliance with the requirements of
Companies Act/SEBI Regulations. Except for the Managing Director, no other directors are
paid remuneration, but are paid only sitting fees. The Managing Director is paid
remuneration as approved by the shareholders, but is not paid any sitting fees. Managing
Director, Company Secretary and Chief
Financial Officer shall be the Key Managerial Personnel (KMP) of the
Company. All persons who are
Directors / KMPs, members of Senior Management and all other employees
shall abide by the Code of
Conduct. Directors/KMPs shall not acquire any disqualification and
shall be persons of sound integrity and honesty, apart from knowledge, experience, etc. in
their respective fields.
Criteria for determining Independence of Director:
A Director will be considered as an ‘Independent Director' if
he/she meets with the criteria for ‘Independent Director' as laid down in the
Companies Act, 2013 and Regulation 16(1)(b) of the SEBI Listing Regulations.
Qualification :
While recommending the appointment of a Director, the Nomination and
Remuneration Committee considers the manner in which the function and domain expertise of
the individual will contribute to the overall skill-domain mix of the Board. It is ensured
that the Board has an appropriate blend of functional and industry expertise.
Positive Attributes:
In addition to the duties as prescribed under the Act, the Directors on
the Board of the Company are also expected to demonstrate high standards of ethical
behavior, strong interpersonal and communication skills and soundness of judgment.
Independent Directors are also expected to abide by the ‘Code for
Independent Directors' as outlined in Schedule IV to the Companies
Act, 2013.
A copy of the policy for remuneration to non-executive and independent
directors is available on the website of the Company i.e www.rishiroop.in on the weblink:
http://www.rishiroop.in/investors/ corporate-governance/policies/
PARTICULARS OF EMPLOYEES AND REMUNERATION
Pursuant to Section 197(12) of the Companies Act, 2013 and Rule 5(1) of
the Companies (Appointment and Remunerations of Managerial Personnel) Rules, 2014, the
relevant details for financial year 2025-
26 are given below:
(i) The percentage increase in remuneration of each Director, Chief
Financial Officer, Company
Secretary, ratio of the remuneration of each Director to the median
remuneration of the employees of your Company for the financial year 2025-26 are as under:
| Sr. No. |
Name of Director /KMP & designation |
Remuneration of Directors/ KMP for FY
2025-26 ( In lakhs) |
% Increase/(De- crease) in Remu-
neration for the FY 2025-26 |
Ratio of Remunera- tion of each Direc-
tor to the median remuneration of employee |
| 1 |
Mr. Arvind M. Kapoor, Director |
1.95 |
0.00 |
0.39 |
| 2 |
Mr. Aditya A. Kapoor, Managing Director |
154.00 |
24.23 |
30.80 |
| 3 |
Mr. Atul R. Shah, Non-Executive Director |
1.25 |
0.00 |
0.25 |
| 4 |
Mr. Hemant D. Vakil, Independent Director |
1.80 |
0.00 |
0.36 |
| 5 |
Ms. Vijyatta Jaiswal, Independent Director* |
0.85 |
-51.43 |
0.17 |
| 6 |
Mr. Sitendu Sharma Independent Director |
1.80 |
-2.70 |
0.36 |
| 7 |
Mrs. Falguni H. Shah** Independent Director |
1.65 |
Not applicable |
0.33 |
| 8 |
Mr. Mittal Savla Chief Financial Officer |
32.81 |
4.92 |
Not applicable |
| 9 |
Mr. Agnelo Fernandes, Company Secretary |
31.70 |
13.63 |
Not applicable |
* Remuneration for FY 2025-26 was for part of the year till September
8, 2025 ** Was appointed during FY 2025-26, hence, there was no remuneration for the
previous year
In the financial year, there was an increase of 11.36 % in the median
remuneration of the employees.
(ii) There were 35 permanent employees on the rolls of your Company as
on March 31, 2026.
(iii) Average percentage increase in the salaries of employees other
than the managerial personnel in the last financial year i.e. 2025-26 was 13.20 %,
whereas, increase in the managerial remuneration for the same financial year was 14 %.
Managerial remuneration paid during the financial year
2025-26 was as per the provisions of the Companies Act, 2013 and the
Remuneration Policy of your Company.
(iv) It is hereby affirmed that the remuneration paid is as per the
Remuneration Policy of your Company.
Further, as per Sec 197(12) of Companies Act, 2013 read with Rule 5(2)
and Rule 5(3) of the aforesaid Rules, the Statement containing names and details of the
top ten employees in terms of remuneration drawn during the financial year 2025-26 forms
part of this report. This Report is sent to the members excluding the aforesaid Statement.
This Statement is open for inspection at the Registered Office of the Company during
working hours, and any member interested in obtaining such particulars may write to the
Company Secretary at the Registered Office of the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
As required under Section 134(3) (m) of the Companies Act, 2013 read
with Rule 8 of the Companies
(Accounts) Rules, 2014, the particulars relating to conservation of
energy, technology absorption and foreign exchange earnings and outgo are given in
Annexure ‘A' to this Report.
ESTABLISHMENT OF VIGIL MECHANISM
The Company has in place a vigil mechanism pursuant to which a Whistle
Blower Policy has been in force. The policy was approved on February 7, 2023. This Policy
inter alia provides a direct access to a Whistle Blower to the Chairman of Audit Committee
on his dedicated email-ID: auditcommittee@ rishiroop.in. The Company affirms that during
the year under review no personnel of the Company have been denied access to the Audit
Committee. The Whistle Blower Policy covering all employees and directors is hosted on the
Company's website at URL -
http://www.rishiroop.in/investors/corporate-governance/policies/.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place a Sexual Harassment Prevention Policy in line
with the requirements of The Sexual Harassment of Women at the Workplace (Prevention,
Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set
up to redress complaints received regarding sexual harassment. The Committee was
reconstituted during the year.
All employees are covered under the said Policy. Following is a summary
of sexual harassment complaints received and disposed off during the year:
| No. of complaints of sexual harassment
received in the year : |
Nil |
| No. of complaints disposed off during the
year : |
Nil |
| No. of complaints pending for more than
ninety days : |
Nil |
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
Details of the familiarization program for Independent Directors is
accessible on the Company website at
http://www.rishiroop.in/investors/corporate-governance/policies/
CORPORATE SOCIAL RESONSIBILITY (CSR)
Pursuant to Section 135 of the Companies Act, 2013 and the relevant
Rules, the Board constituted the CSR Committee under the Chairmanship of Mr. Arvind M.
Kapoor. The other members of the Committee are Mr. Aditya Kapoor, Mr. Hemant Vakil and Mr.
Atul Shah. A detailed CSR policy has also been framed which is placed on the
company's website: http://www.rishiroop.in/investors/corporate-governance/ policies/.
The report on CSR as required under Section 135 of the Companies Act, 2013 is given in
Annexure ‘B' to this Report.
ANNUAL RETURN
As required under Section 92(3) read with Section 134(3)(a) of the
Companies Act 2013, the Annual Return of the Company for the Financial Year ended March
31, 2026 will be uploaded on the website of the Company on weblink
http://www.rishiroop.in/investors/corporate-governance/downloads/ after the said Return is
filed with the Registrar of Companies, Mumbai within the statutory timelines.
SECRETARIAL STANDARDS
The Directors confirm that the applicable Secretarial Standards, i.e.
SS-1 and SS-2, relating to ‘Meetings of the Board of Directors' and
‘General Meetings', respectively, which have been approved by the
Central Government have been duly followed by your Company.
MAINTENANCE OF COST RECORDS
The Company is classified as a ‘Small Enterprise' under the
Micro, Small and Medium Enterprises Development (MSMED) Act, 2006. Accordingly, pursuant
to the Section 148(1) of the Companies Act,
2013 read with the Companies (Cost Records and Audit) Rules, 2014,
maintenance of cost records is not applicable to the Company.
COMPLIANCE WITH THE PROVISONS OF MATERNITY BENEFIT ACT, 1961
The Company has adhered to and is in full compliance with the statutory
requirements and provisions relating to Maternity Benefit Act, 1961.
OTHER STATUTORY DISCLOSURES
Your Directors state that no disclosure or reporting is required in
respect of the following matters as there were no transactions during the year under
review:
There has been no change in the nature of business of the Company.
Issue of equity shares with differential rights as to dividend, voting
or otherwise.
Issue of employee stock options or sweat equity shares.
There is no application made or proceeding pending under the Insolvency
and Bankruptcy Code,
2016.
There was no instance of onetime settlement with any Bank or Financial
Institution.
Your Company is not identified as a ‘Large Corporate' as per
the framework provided in SEBI Circular No. SEBI/HO/DDRS/CIR/P/2018/144 dated 26th
November 2018, and your Company has not raised any funds by issuance of debt securities.
POLICIES
The updated policies as per the statutory requirements are uploaded on
website of the Company at:
https://www.rishiroop.in/investors/corporate-governance/policies/.
TDS ON DIVIDEND
Pursuant to Finance Act 2020, dividend income is taxable in the hands
of shareholders with effect from April 1, 2020, and the Company is required to deduct tax
at source from dividend paid to shareholders at the prescribed rates in the Income Tax
Act, 2025 (‘IT Act'). To enable compliance with TDS requirements, Members are
requested to complete and/or update their Residential Status, PAN, Category as per the IT
Act with their Depository Participants (‘DPs') (if shares are held in electronic
form) or with the Company/ RTA MUFG Intime India Private Limited (if shares are held in
physical form). Shareholders are requested to note that where a valid PAN is not available
in the records of the Company/Registrar and Transfer Agent (RTA), tax will be deducted at
source (TDS) on dividend at a higher rate of 20%, in accordance with the applicable
provisions of the IT Act. Applicable tax certificates and documents under the IT Act (Form
121, Form 41 etc.) should be sent by email to investor@rishiroop.com on or before August
28, 2026 to enable the Company to determine the appropriate TDS / withholding tax rate
applicable.
ACKNOWLEDGEMENTS
The Board of Directors express their appreciation for the sincere
co-operation and assistance of Government Authorities, Bankers, Customers, Suppliers,
Business Associates and the efforts put in by all the employees of the Company. The Board
of Directors expresses their gratitude to all our valued shareholders for their confidence
and continued support to the Company.
|
For and on behalf of the Board of
Directors |
| Place: Mumbai |
Arvind Mahendra Kapoor |
| Date: 16.05.2026 |
Chairman |
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DIN: 00002704 |
Registered Office: |
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| W-75(A) & W-76(A), MIDC Industrial Area, |
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| Satpur, Nasik – 422007 |
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| CIN - L25200MH1984PLC034093 |
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