Rishi Laser Ltd.€¦ · Ref:Script Code-526861 Sub: Notice of 27th Annual General Meeting of the...

Rishi Laser Ltd. ,~,

The Dy. General Manager,Corporate Relations DepartmentStock Exchange,Mumbai

30.08.2019

Ref: Script Code-526861

Sub: Notice of 27th Annual General Meeting of the Company and Annual Report

Dear Sir,

Further to our letter dated 21.08.2019 with regard to Intimation of 2ih Annual GeneralMeeting of the Company, Book Closure and Cut-of Date for E-Voting, please findattached herewith Annual Report for FY2019 along with Notice of zz" Annual GeneralMeeting forming part of it.

The Annual Report and Notice of 2ih Annual General Meeting are also available on theCompany's website i.e. www.rishilaser.com.

This is for your information and record. The disclosure is made pursuant to Regulation34 (1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Thanking You

Yours faithfullyFor Rishi Laser Limited

~

~Company Secretary

612, Veena Killedar Ind. Est., 10-14, Pais Street, Byculla (W), Mumbai - 400 01l.Tel. :.+91 22 23074585, 2J07 48W Fax: +91 22 23080022

Em~!I: ,,,~.!.~.':~L- -::~~;shilaser.comCIN: L99999MH1992PLC066412 Web.:www.rishilaser.com

27TH ANNUAL REPORT 2018-19

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BOARD OF DIRECTORSName of Directors Designation DIN

Mr. Harshad Patel Chairman, Managing Director 00164228

Mr. Vasant Goray Independent Director 00176609

Mr. Dinesh Chandra Mehta Independent Director 00509447

Ms. Sheela Ayyar Non-Executive, Women Director 06656579

REGISTRARS AND TRANSFER AGENTSAdroit Corporate Services Pvt. Ltd.,

17/20, Jaferbhoy Industrial Estate, 1st Floor, Makwana Road,Marol Naka, Andheri (E), Mumbai – 400059. Tel.: 022-4227 0400

REGISTERED OFFICE612, Veena Killedar Industrial Estate, 10/14, Pais Street,

Byculla (W), Mumbai – 400 011.Tel No. 022-23075677/23074585CIN:L99999MH1992PLC0696412

Website: www.rishilaser.com Email: [email protected], [email protected]

CHIEF FINANCIAL OFFICER COMPANY SECRETARY Mr. Ganesh Prasad Agrawal Ms. Supriya Joshi

MANUFACTURING UNITS

Pune Unit- I Gat No. 1236/1+2+3, Alandi Markal Road, Village - Markal, Taluka - Khed, Dist - Pune - 412105 Pune Unit- II Gat No. 229, Alandi Markal Road, Village - Markal, Taluka - Khed, Dist - Pune - 412105 Vadodara-Savli Plot No 578 - 587, GIDC, Savli, Vadodara - 391770 Pithampur Plot No. 661 - 663, Sector-3, Pithampur, Dist - Dhar (Madhya Pradesh) Kundli 428, EPIP Industrial Estate, Kundli, Dist - Sonepat (Haryana) Bangalore-Bommsandra Site No. 145-146, 4th Phase, Bommsandra Industrial Area, Unit Tal-Anekal, Bangalore - 560099 Chennai No. 68, Plot No. 1 to 8, Varadharajapuram, Chennai-Bangalore Highway, Nazerethpet, Poonamalle, Chennai - 600123

Statutory AuditorM/s. Shah Mehta and Bakshi2nd Floor, Prasanna House, Associated Society,Opp. Radhakrishna Park, Near Akota Stadium,Akota, Vadodara - 390020

AUDITORSSecretarial AuditorSudhanwa S. Kalamkar & AssociatesB-1/12, Vijay Wadi Niwas CHS Ltd.Lokmanya Tilak Road, Mulund East,Mumbai - 400 081

Internal AuditorAttar & Associates216, Sai Vihar, Sai Park, Shivaji path,Kalyan - 421 301, Dist - Thane, Maharashtra

BANKERSHDFC Bank

Cost AuditorP. K. Chatterjee & Associates,115, Radhey Nagar Housing Society,Surat, Gujarat.

http://www.rishilaser.commailto:[email protected],mailto:[email protected]

RISHI LASER LIMITED

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Key Numbers at a Glance and Graphs ........................................................................... 3

Notice of AGM .................................................................................................... ............ 8

Directors’ Report Alongwith Annexures ........................................................................ 19

Management Discussion and Analysis ......................................................................... 42

General Shareholders Information................................................................................. 47

Declaration of the Managing Director ............................................................................ 51

STANDALONE ACCOUNTS

• Independent Auditor’s Report ................................................................................... 52

• Balance Sheet .................................................................................................... ...... 60

• Profit and Loss .................................................................................................... ..... 61

• Cash Flow Statement ............................................................................................... 62

• Changes in Equity .................................................................................................... 64

• Notes to Financial Statements ................................................................................. 65

CONSOLIDATED ACCOUNTS

• Independent Auditor’s Report ................................................................................... 93

• Balance Sheet .................................................................................................... ...... 96

• Profit and Loss .................................................................................................... ..... 97

• Cash Flow Statement ............................................................................................... 98

• Changes in Equity .................................................................................................. 100

• Notes to Financial Statements ............................................................................... 101

Form AOC-1: Statement containing salient features of the financial statement .............. 130

of subsidiaries

Route Map of AGM Venue .......................................................................................... 131

Proxy Form .................................................................................................... ...................

Attendance Slip .................................................................................................... ............

CONTENTSPage No.


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KEY NUMBERS AT A GLANCE (On Standalone basis)

(Rs. in Crores - unless mentioned otherwise)

Particulars 2015 2016 2017* 2018* 2019*

Profit & Loss Account:

Revenue (Net) 88.83 90.31 95.94 120.19 140.64Total Income 89.51 90.37 98.72 122.91 143.28EBIDTA (Excluding Other Income) 2.04 3.04 5.07 4.88 6.77Profit/(Loss) Before Tax (PBT) (13.92) (8.07) 1.14 (0.77) 1.76Profit/(Loss) After Tax (PAT) (12.91) (7.95) 1.05 (0.19) 3.43

Balance Sheet:

Equity Capital 9.19 9.19 9.19 9.19 9.19Other Equity 17.74 9.78 26.24 25.80 28.19Total Equity 26.93 18.97 35.43 34.99 37.38Loan Funds 49.05 38.96 25.55 18.75 10.14Current Liabilities 28.98 25.11 38.13 45.49 53.72Other Liabilities 1.60 1.48 5.06 5.18 3.44Total Liabilities 106.56 84.52 104.17 104.41 104.68

Gross Block Including CWIP 114.58 108.01 126.94 127.44 125.76Accumulated Depreciation 66.86 66.48 69.64 71.67 72.86Net Block 47.72 41.53 57.30 55.77 52.90Investments 8.46 1.16 2.09 2.23 1.51Current Assets 48.96 40.45 40.25 41.84 45.90Other Assets 1.42 1.38 4.53 4.57 4.37Total Assets 106.56 84.52 104.17 104.41 104.68

Ratio Analysis:

EBIDTA Margin (%) (Excluding Other Income) 2.29 3.37 5.28 4.06 4.81PAT Margin (%) (14.54) (8.80) 1.09 (0.16) 2.44Debt-Equity Ratio (In times) 1.82 2.05 0.72 0.54 0.27Total Assets Turnover (In times) 0.79 0.95 1.02 1.15 1.35Fixed Assets Turnover (In times) 1.81 2.13 2.50 3.13 2.61ROCE (%) (6.58) (2.23) 4.09 3.66 6.21

Ratios-Per Share:

Earnings Per Share (In Rs.) (14.05) (8.65) 1.15 (0.21) 3.73Dividend Per Share (In Rs.) 0.00 0.00 0.00 0.00 0.00Book Value Per Share (In Rs.) 29.30 20.63 38.54 38.06 40.67

* Note: Figures for the financial year 2016-17 to 2018-19 are as per IND AS financial statement.

RISHI LASER LIMITED

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COMPANY'S PERFORMANCE TREND-LAST FIVE FISCALSREVENUES


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EARNINGS

RISHI LASER LIMITED

6

VALUE CREATION


7777

LIQUIDITY & LEVERAGE

RISHI LASER LIMITED

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NOTICE is hereby given that the Twenty Seventh AnnualGeneral Meeting of the Members of Rishi Laser Limitedwill be held on Wednesday, 25th day of September,2019 at 11.30 a.m. at Indian Merchant’s Chamber, 2ndFloor, Killachand Conference Room, IMC Marg,Churchgate, Mumbai 400020 to transact the followingbusiness:

AS ORDINARY BUSINESS

1. To receive, consider and adopt the auditedfinancial statements (including the consolidatedfinancial statements) of the Company for thefinancial year ended 31st March, 2019 and theReport of the Board of Directors and Auditorsthereon.

2. To appoint a Director in place of Ms. Sheela Ayyar(DIN 06656579), who retires by rotation and beingeligible offers herself for re-appointment.

AS SPECIAL BUSINESS

3. To approve the remuneration of the Cost Auditorsfor financial year ending 31st March, 2020 and inthis regard to consider and if thought fit, to passwith or without modifications the followingResolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to Section 148 (3) andall other applicable provisions, if any, of theCompanies Act, 2013 and rule 6(2) of theCompanies (Cost records and Audit Rules) 2014or any statutory modification or re-enactmentthereof, M/s P.K. Chatterjee & Associates, CostAccountants (Firm Registration No. 101833)appointed as the Cost Auditors by the Board ofDirectors of the Company for the financial yearending 31st March 2020 be paid a remunerationof Rs. 1,25,000/- (Rupees One Lacs Twenty FiveThousand Only) as recommended by the AuditCommittee and approved by the Board ofDirectors of the Company.”

“RESOLVED FURTHER THAT the Board ofDirectors of the Company be and is hereby

NOTICE

RISHI LASER LTD.CIN : L99999MH1992PLC066412

Regd. office: 612 Veena Killedar Indl. Estate, 10/14 Pais Street, Byculla (W), Mumbai 400 011.Tel. No. 022 - 23075677 / 23074585 | Fax No. 022-23080022

E-mail: [email protected] | Website: www.rishilaser.com

authorised to do all such acts, deeds and thingsas may be necessary for the purpose of givingeffect to this resolution.”

4. To appoint Ms. Sheela Ayyar (DIN:06656579) asan Independent Director of the Company and inthis regard, to consider and if thought fit, to passwith or without modifications the followingResolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions ofSection 149, 152 and such other applicableprovisions, if any, of the Companies Act, 2013 (“theAct”), read with Schedule IV to the said Act,and theCompanies (Appointment and Qualification ofDirectors) Rules, 2014 (including any statutorymodification(s) or re-enactment thereof for thetime being in force) and pursuant to SEBI (ListingObligations and Disclosure Requirements)Regulations, 2015 as amended from time to time,Ms. Sheela Ayyar (DIN: 06656579), Director of theCompany, who qualifies for being appointed asan Independent Director, be and is herebyappointed as an Independent Director of theCompany, not liable to retire by rotation for a termof five (5) years, to hold office from the conclusionof this 27 th Annual General Meeting till theconclusion of 32nd Annual General Meeting.”

5. To appoint Mr. Vasant Goray (DIN: 00176609) asa Non-Executive Director on the Board and in thisregard to consider and if thought fit, to pass withor without modification(s), the following resolutionas an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions ofSection 149, 152 and such other applicableprovisions, if any, of the Companies Act, 2013 (“theAct”) and the Companies (Appointment andQualification of Directors) Rules, 2014 (includingany statutory modification(s) or re-enactmentthereof for the time being in force), and pursuantto SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015 as amended

mailto:[email protected]://www.rishilaser.com


9999

from time to time, Mr. Vasant Goray, (DIN:00176609), whose present term as anIndependent Director expires at the conclusion ofthis 27th Annual General Meeting , be and is herebyappointed as a Non-Executive Director on theBoard, liable to retire by rotation, to hold officefrom the conclusion of this 27 th Annual GeneralMeeting.

6. To re-appoint Mr. Dinesh Chandra Mehta (DIN:00509447) as an Independent Director of theCompany for second term and in this regard, toconsider and if thought fit, to pass with or withoutmodifications the following Resolution as aSpecial Resolution:

“RESOLVED THAT pursuant to Section 149, 152of the Companies Act, 2013 and such other

applicable provisions, if any, of the CompaniesAct, 2013 and the Rules made thereunder, readwith Schedule IV to the said Act (including anystatutory modification(s) or re-enactment thereoffor the time being in force) and pursuant to SEBI(Listing Obligations and DisclosureRequirements) Regulations, 2015 as amendedfrom time to time, Mr. Dinesh Chandra Mehta (DIN:00509447), who was appointed as anIndependent Director of the Company to holdoffice upto the conclusion of 27th Annual GeneralMeeting and who is eligible for re-appointmentbe and is hereby re-appointed as an IndependentDirector of the Company, not liable to retire byrotation for a Second Term of Five (5) years and tohold office from the conclusion of this 27th AnnualGeneral Meeting till the conclusion of 32nd AnnualGeneral Meeting.”

Registered Office: - By Order of the Board612, Veena Killedar Industrial estate, For Rishi Laser Ltd.10-14, Pais Street,Byculla (W), Supriya JoshiMumbai 400011. Company Secretary

Date: 12th August, 2019Place: Mumbai

RISHI LASER LIMITED

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NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE ISENTITLED TO APPOINT A PROXY TO ATTEND ANDVOTE IN THE MEETING INSTEAD OF HIMSELF/HERSELF, AND THE PROXY NEED NOT BE AMEMBER OF THE COMPANY.

2. The instrument appointing Proxy as per the formatincluded in the Annual Report should be returnedto the Registered Office of the Company not lessthan FORTY-EIGHT HOURS before the time forholding the Meeting. Proxies submitted on behalfof limited companies, societies, partnership firms,etc. must be supported by appropriate resolution/authority, as applicable.

3. Pursuant to the provisions of Section 105 of theCompanies Act, 2013, a person can act as a proxyon behalf of members not exceeding fifty andholding in the aggregate not more than ten percentof the total share capital of the Company. Amember holding more than ten percent of the totalshare capital of the Company may appoint asingle person as proxy and such person shallnot act as a proxy for any other person or a Member.

4. Attendance Slip, proxy form and route map of thevenue of the AGM are annexed hereto.

5. Members/proxies should bring the attendanceslips duly filled in for attending the meeting.

6. Corporate members intending to send theirauthorised representatives to attend the Meetingare requested to send to the Company a certifiedcopy of the Board resolution authorising theirrepresentative to attend and vote on their behalfat the Meeting.

7. Copies of the Annual report will not be circulatedat the meeting.

8. An Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013 (“the Act”) inrespect of the Special Business to be transactedat the Meeting is annexed hereto.

9. The Register of Members and Share TransferBooks of the Company will remain closed from

19 th September 2019 till 25 th September 2019(both days inclusive.)

10. As mandated by SEBI, the members arerequested to update their PAN and Bank Mandatewith Depository in case securities are held indematerialized form and with Adroit CorporateServices Pvt. Ltd., the Registrar and ShareTransfer Agents of the Company (“R & T Agents”)in case the securities are held in physical mode.For further details members can contact the R & TAgents of the Company.

Members who have not registered their emailaddresses so far are requested to register theire-mail address for receiving all communicationincluding Annual Report, Notices, Circulars etc.from the Company electronically.

Members can avail nomination facility in terms ofextant legal provisions in this regard. On request,the necessary Form SH-13 can be obtained fromthe R &T Agents.

11. Relevant Documents referred to in theaccompanying Notice are open for inspection atthe Registered Office of the Company on allworking days, except Saturdays, Holidays,between 11.00 a.m. to 1.00 p.m. upto the date ofAGM as well as at the AGM.

12. Particulars required for appointment/Re-appointment of Director pursuant to sub-regulation (3) of Regulation 36 of SEBI (ListingObligations and Disclosure Requirements)Regulations, 2015 and as per SecretarialStandard –SS- 2 are given at Annexure–A to thisnotice.

13. Pursuant to Section 124 (5) of the CompaniesAct, 2013 any dividend which is unpaid &unclaimed for a period of seven years from thedate of transfer to Unpaid Dividend Account of acompany is required to be transferred to InvestorEducation and Protection Fund (“IEPF Authority”)established under Section 125 (1) of the said Act.

Further pursuant to Section 124 (6) of theCompanies Act, 2013 all the shares in respect of


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which dividend has remained unpaid/unclaimedfor seven consecutive years or more are requiredto be transferred to an IEPF Authority.

Members may please note that in the event oftransfer of shares and unclaimed dividend to IEPFAuthority Member can claim the same from thesaid authority by filing online application in FormIEPF 5 available on the website www.iepf.gov.inand sending a physical copy of the samealongwith all enclosures duly signed to theCompany.

14. A route map showing direction to reach the venueof the 27th AGM is annexed as per the requirementsof Secretarial Standard- 2 on General Meeting.

15. Voting through electronic means (Remote E-Voting):1. In compliance with the provisions of Section

108 of the Companies Act, 2013, read withRule 20 of the Companies (Management andAdministration) Rules, 2014, as amended,and as per Regulation 44 of the SEBI (ListingObligations and Disclosure requirements)Regulations, 2015, the Company is pleasedto provide its Members the facility to cast theirvote by electronic means i.e. remote e-voting,through the e-voting services provided byCentral Depository Services (India) Limited(“CDSL”) on all resolutions set forth in thisNotice.

2. The voting period begins on Saturday,September 21, 2019 at 9.00 a.m. and endson Tuesday, September 24, 2019 at 5.00 p.m.During this period shareholders’ of theCompany, holding shares either in physicalform or in dematerialized form, as on the cut-off date of September 18, 2019, may casttheir vote electronically. The e-voting moduleshall be disabled by CDSL for votingthereafter.

3. The facility for voting by ballot or polling papershall also be made available at the meetingand Members of the Company as of cut offdate attending the meeting who have notalready cast their vote by remote e-votingshall be able to exercise their right at themeeting. The Members who have cast theirvote by remote e-voting prior to the meeting

may also attend the meeting but shall not beentitled to cast their vote again.

4. The Members who have not casted their voteby remote e voting prior to the Annual GeneralMeeting (“AGM”) can exercise their votingrights at the AGM. The Members who havealready exercised their right to vote by remotee-voting may attend the AGM but shall not beentitled to vote at the AGM. If a Member castsvote again at the AGM, then votes caststhrough remote e voting facility shall prevailand voting at the Meeting will be treatedinvalid.

5. The voting right of shareholders shall be inproportion to one vote per fully paid equityshare of the Company held by them as onthe cut off date September 18, 2019.

6. A person, whose name is recorded inRegister of Members or in the Register ofBeneficial Ownership maintained by the RTA/Depositories, as the case may be, as on thecut-off date only shall be entitled to avail thefacility of remote e-voting or voting at the AGM.Any person who has ceased to be themember of the Company as on the cut-offdate will not be entitled for remote e voting orvoting at the AGM and should treat this Noticefor information purpose only.

7. Once the vote on resolution is cast by theshareholder, the shareholder shall not beallowed to change it subsequently.

8. Sudhanwa S Kalamkar & Associates.(Membership No.18795, CP No.7692) hasbeen appointed by the Board of Directors ofthe Company, as the Scrutinizer to scrutinizethe e-voting process in a fair and transparentmanner.

9. The Chairman Shall, at the AGM, at the endof discussion on the Resolutions on whichvoting is to be held, allow voting with theassistance of the scrutinizer, by use of ballotor polling paper for all those Members whoare present at the AGM but have not cast theirvotes by availing the remote e voting facility.

10. The Scrutinizer shall, immediately after theconclusion of voting at the general meeting,would count the votes cast at the meeting,thereafter unblock the votes cast through

http://www.iepf.gov.in

RISHI LASER LIMITED

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remote e-voting in the presence of at leasttwo witnesses not in the employment of theCompany and make not later than 48 hoursof conclusion of the meeting a consolidatedScrutinizer’s Report of the total votes cast infavour or against, if any, to the Chairman or aperson authorised by him in writing who shallcountersign the same.

11. The results declared along with theScrutinizer’s Report shall be placed on thewebsite of the Company and on the websiteof CDSL www.cdslindia.com immediatelyafter the result is declared and shall besimultaneously forwarded to Bombay StockExchange Limited.

12. The Procedure and Instructions for Remotee-voting are as under:(i) Log on to the e-voting website

www.evotingindia.com, during the votingperiod.

(ii) Click on “Shareholders” tab.

(iii) Now, select the “RISHI LASER LIMITED”from the drop down menu and click on“SUBMIT”.

(iv) Now Enter your User IDa. For CDSL: 16 digits beneficiary ID,

b. For NSDL: 8 Character DP ID followedby 8 Digits Client ID,

c. Members holding shares in PhysicalForm should enter Folio Numberregistered with the Company.

(v) Next enter the Image Verification asdisplayed and Click on Login.

(vi) If you are holding shares in demat form andhad logged on to www.evotingindia.comand voted on an earlier voting of anycompany, then your existing passwordis to be used.

(vii) If you are a first time user follow thesteps given below:

For Members holding shares in Demat Form and Physical Form

PAN Enter your 10 digit alpha-numeric PAN issued by Income Tax Department(Applicable for both demat shareholders as well as physical shareholders)• Members who have not updated their PAN with the Company/Depository

Participant are requested to use the first two letters of their name and the last 8digits of the demat account/folio number in the PAN field.

Dividend Bank Details • Please enter the DOB or Dividend Bank Details in order to login.or Date of Birth (DOB) • If the details are not recorded with the depository or company please enter

member id/folio number in the Dividend Bank Details field as mentioned in theinstruction 6 (iv).

(viii) After entering these detailsappropriately, click on “SUBMIT” tab.

(ix) Members holding shares in physicalform will then reach directly theCompany selection screen. However,members holding shares in dematform will now reach ‘PasswordCreation’ menu wherein they arerequired to mandatorily enter their loginpassword in the new password field.Kindly note that this password is to bealso used by the demat holders forvoting for resolutions of any othercompany on which they are eligible to

vote, provided that company opts for e-voting through CDSL platform. It isstrongly recommended not to shareyour password with any other personand take utmost care to keep yourpassword confidential.

(x) For Members holding shares inphysical form, the details can be usedonly for e-voting on the resolutionscontained in this Notice.

(xi) Click on the EVSN for the relevant on which youchoose to vote.

http://www.cdslindia.comhttp://www.evotingindia.com,http://www.evotingindia.com


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(xii) On the voting page, you will see“RESOLUTION DESCRIPTION” andagainst the same the option “YES/NO”for voting. Select the option YES or NOas desired. The option YES implies thatyou assent to the Resolution and optionNO implies that you dissent to theResolution.

(xiii) Click on the “RESOLUTIONS FILELINK” if you wish to view the entireResolution details.

(xiv) After selecting the resolution you havedecided to vote on, click on “SUBMIT”. Aconfirmation box will be displayed. Ifyou wish to confirm your vote, click on“OK”, else to change your vote, click on“CANCEL” and accordingly modify yourvote.

(xv) Once you “CONFIRM” your vote on theresolution, you will not be allowed tomodify your vote.

(xvi) You can also take out print of the votingdone by you by clicking on “Click hereto print” option on the Voting page.

(xvii) If Demat account holder has forgottenthe changed password then Enter theUser ID and the image verification codeand click on Forgot Password & enterthe details as prompted by the system.

(xviii) Shareholders can also cast their voteusing CDSL’s mobile app m-Votingavailable for all mobile users.. Pleasefollow the instructions as prompted bythe mobile app while voting on yourmobile.

(xix) Note for Non – Individual Shareholdersand Custodians

• Institutional shareholders (i.e. otherthan Individuals, HUF, NRI etc.) arerequired to log on to https://www.evotingindia.co.in and registerthemselves as Corporates.

• They should submit a scanned copy ofthe Registration Form bearing thestamp and sign of the entity [email protected].

• After receiving the login details theyhave to create a user who would beable to link the account(s) which theywish to vote on.

• The list of accounts should be mailedto [email protected] on approval of the accounts theywould be able to cast their vote.

• They should upload a scanned copy ofthe Board Resolution and Power ofAttorney (POA) which they have issuedin favour of the Custodian, if any, in PDFformat in the system for the scrutinizerto verify the same and send the scancopy of Board Resolution/POA [email protected].

(xx) In case of members receiving thephysical copy:

(a) E voting Event Number, User ID andPassword is provided in attendanceslip.

(b) Please follow all steps from sl. no. (i)to sl. no. (xvii) above to cast vote.

(c) The voting period begins on September21, 2019 at 9.00 a.m. and ends onSeptember 24, 2019 at 5.00 p.m.During this period shareholders’ of theCompany, holding shares either inphysical form or in dematerialized form,as on the cut-off date (record date) ofSeptember 18, 2019, may cast theirvote electronically. The e-voting moduleshall be disabled by CDSL for votingthereafter.

(xxi) In case you have any queries or issuesregarding e-voting, you may refer theFrequently Asked Questions (“FAQs”)and e-voting manual available atwww.evotingindia.co.in under helpsection or write an email [email protected].

https://http://www.evotingindia.co.inmailto:[email protected]:[email protected]:[email protected]://www.evotingindia.cmailto:[email protected].

RISHI LASER LIMITED

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Registered Office: - By Order of the Board612, Veena Killedar Industrial estate, For Rishi Laser Ltd.10-14, Pais Street,Byculla (W), Supriya JoshiMumbai 400011. Company Secretary

Date: 12th August, 2019Place : Mumbai

(xxii) Any person having any grievances inconnection with remote e-voting maywrite to Ms. Supriya Joshi, CompanySecretary at the Registered Office of theCompany or email her [email protected].

(xxiii) In case a person has become aMember of the company after despatchof AGM Notice but on or before the cutoff date for E-voting i.e. September 182019, he/she, may obtain User ID andPassword in the manner andmentioned herein above.

mailto:[email protected].


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ANNEXURE

Item No. 3

The Board of Directors, on the recommendation of AuditCommittee has approved the appointment andpayment of remuneration of Rs. 1,25,000/- to the CostAuditor M/s Pranab Chatterjee & Co.to conduct the auditof the cost records of the Company for financial yearending 31st March, 2020.

In accordance with the provisions of Section 148 of theCompanies Act, 2013 read with the Companies (Auditand Auditors) Rules, 2014, the remuneration payableto the Cost Auditor has to be ratified by theshareholders of the Company. Accordingly, consent ofthe members is sought for ratification of theremuneration payable to the Cost Auditor for thefinancial year ending 31st March, 2020 by passing anOrdinary Resolution as set out at Item No. 3 of theNotice.

None of the Director or Key Managerial Personnel ofthe Company or their relatives are in any way concernedor interested in the said resolution.

The Board of Directors recommends an OrdinaryResolution set out in item no. 3 of the Notice for approvalof the Members.

Item No. 4

Ms. Sheela Ayyar who was appointed as a Non-Executive, Women Director with effect from 27 th July2015 is proposed to be appointed as IndependentDirector for a term of five consecutive years from theconclusion of ensuing 27th Annual General Meeting tillthe conclusion of 32nd Annual General Meeting. TheCompany has also received notice from memberproposing Ms. Sheela Ayyar as a candidate for theoffice of Director of the Company.

The Brief Profile of Ms. Sheela Ayyar and otherinformation required in terms of Regulation 36(3) ofSEBI (Listing Obligations and DisclosureRequirements), Regulations, 2015 and SecretarialStandards on General Meetings is as per the AnnexureA to the Notice.

The Company has received a declaration from Ms.Sheela Ayyar that she fulfills the criteria ofIndependence as prescribed under the provisions ofSection 149 (6) of the Companies Act, 2013 andRegulation 16 of SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015.

In the opinion of the Nomination and RemunerationCommittee and Board Ms. Sheela Ayyar fulfills theconditions specified in the said Act for appointment asan Independent Director and therefore propose to themembers an Ordinary Resolution set out in item no.4of the Notice.

Copy of draft letter of appointment of Ms. Sheela Ayyarsetting out the terms and conditions of appointment isavailable for inspection by the members at theregistered office of the Company.

Ms. Sheela Ayyar and her relatives may be deemed tobe interested in this resolution. None of the Directorsor Key Managerial Personnel of the Company and theirrelatives are in any way concerned or interested in thesaid resolution.

Item no. 5

The present tenure of Mr. Vasant Goray as anIndependent Director on the Board shall come to anend at the conclusion of ensuing Annual GeneralMeeting. Mr. Vasant Goray has expressed hisunwillingness to continue as an Independent Directordue to medical condition and his unstable health whichdoes not permit him to devote time and resourceswhich an independent Director is expected to devoteas a part of his position. Mr. Vasant Goray at the requestof Nomination and Remuneration Committee hasconsented to continue as a Non-Executive Directorsubsequent to end of his present tenure as anIndependent Director and accordingly the Committeehas recommended to the Board to place before themembers a resolution, for appointment of Mr. VasantGoray as a Non-Executive Director liable to retire byrotation. The Company has also received notice frommember proposing Mr. Vasant Goray as a candidatefor the office of Director of the Company. The necessary

EXPLANATORY STATEMENT UNDER SECTION 102 (1) OF THE COMPANIES ACT 2013

RISHI LASER LIMITED

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resolution in this regard forms part of the Notice ofAnnual General Meeting.

The Brief Profile of Mr. Vasant Goray and otherinformation required in terms of Regulation 36(3) ofSEBI (Listing Obligations and Disclosure Requirements),Regulations, 2015 and Secretarial Standards onGeneral Meetings is as per the Annexure A to the Notice.

Mr. Vasant Goray and his relatives may be deemed tobe interested in this resolution. None of the Directorsor Key Managerial Personnel of the Company and theirrelatives are in any way concerned or interested in thesaid resolution.

The Board of Directors on the recommendation madeby the Nomination and Remuneration Committee;recommends an Ordinary Resolution set out in itemno.5 of the Notice for approval of the Member.

Item No. 6

The members of the Company at their meeting heldon 29th September 2015 appointed Mr. Dinesh ChandraMehta as an Independent Director of the Company Interms of Sections 149, 152, Schedule IV of theCompanies Act, 2013 read with Companies(Appointment and Qualification of Directors) Rules,2014, to hold office upto the conclusion of the 27 th

Annual General Meeting.

As per the provisions of Section 149 (10) of theCompanies Act, 2013, an Independent Director shallhold office for a term upto five consecutive years on theBoard of a Company but shall be eligible for re-appointment, for another term upto five years, on

passing of a special resolution by shareholders. TheCompany has also received notice from memberproposing Mr. Dinesh Chandra Mehta as a candidatefor the office of Director of the Company.

The Brief Profile of Mr. Dinesh Chandra Mehta andother information required in terms of Regulation 36(3)of SEBI (Listing Obligations and DisclosureRequirements), Regulations, 2015 and SecretarialStandards on General Meetings is as per the AnnexureA to the Notice.

The Company has received a confirmation from Mr.Dinesh Chandra Mehta that he is not disqualifiedpursuant to the provisions of Section 164 (2) of theCompanies Act, 2013 and a declaration that he meetswith the criteria of independence as prescribed underSection 149 (6) of the Companies Act, 2013 &Regulation 16(1)(b) of SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015.

Copy of draft letter of appointment of Mr. DineshChandra Mehta setting out the terms and conditionsof appointment is available for inspection by themembers at the registered office of the Company.

Mr. Dinesh Chandra Mehta and his relatives may bedeemed to be interested in this resolution. None ofthe Directors or Key Managerial Personnel of theCompany and their relatives arein any way concernedor interested in the said resolution.

The Board of Directors on the recommendation madeby the Nomination and Remuneration Committee;recommends the Special Resolution set out in itemno. 6 of the Notice for approval of the Member.

Registered Office: - By Order of the Board612, Veena Killedar Industrial estate, For Rishi Laser Ltd.10-14, Pais Street, Byculla (W),Mumbai 400011. Supriya Joshi

Company Secretary

Date: 12th August, 2019Place : Mumbai


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ANNEXURE – ‘A’

Details of directors seeking appointment or re-appointment and /or fixation of their Remuneration at theensuing Annual General Meeting (Pursuant to SEBI (Listing Obligations and Disclosure Requirements),Regulations, 2015 and Secretarial Standard SS-2)

Name of Director Ms. Sheela Ayyar Mr. Vasant Goray Mr. Dinesh Chandra MehtaDIN: 06656579 DIN:00176609 DIN:00509447

Age 48 years 69 years 61 years

Date of First Appointment 27.07.2015 10.05.2006 29.06.2006on the Board

Expertise in Specific Associated with Tejas Over 35 years’ of Over 35 years’ offunctional areas Engineering and experience in experience in accounts,

Management, a secretarial, audit and finance.Proprietary Concern finance andengaged in the legal matters.Consultancy Services.

Qualifications Commerce Graduate Post graduate in Commerce graduatefrom Mumbai University Commerce and a with a degree in Law

Member of Instituteof Company Secretariesof India.

Terms and condition of The details are as per The details are as per The details are as perappointment / Item No. 4 of the Item No. 5 of the Item No. 6 of there-appointment explanatory Statement explanatory Statement explanatory Statement

to the Notice. to the Notice. to the Notice.

Remuneration last Only sitting fees paid Only sitting fees paid Only sitting fees paiddrawn by such person,if applicable

List of Outside Rishi Techtex Limited Percentage Enpackers NILdirectorship held Pvt. Ltd.excluding alternate Metal Cutting anddirectorship Fabricators Association

of India

Chairman / Member Member of Nomination Chairman of Audit Member of Auditof the Committees of & Remuneration Committee, Nomination Committee, Nominationthe Board of Directors Committee & Remuneration & Remunerationof the Company Committee and Committee and

Stakeholders StakeholdersRelationship Committee Relationship Committee

Chairman / Member of Chairman of Audit NIL NILthe Committees of the Committee andBoard of Directors of Member of Nominationother companies in & Remuneration which he/she is a Committeedirector

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No. of Equity shares NIL NIL 19500held in the Company

No. of Board Meetings 5 5 5attended duringFY 2018-19

Relationship with other NIL NIL NILDirectors, Managerand other KeyManagerial Personsof the Company


19191919

DIRECTORS’ REPORT

To,

The Members,

Your Directors have pleasure in presenting their 27 th Annual Report on the business and operations of theCompany and the accounts for the Financial Year ended March 31, 2019.

FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY (Rs. In Lacs)

Sr. Particulars 2018-19 2017-18No. Standalone Consolidated Standalone ConsolidatedI. Total Income 14328.42 14378.02 12538.07 12574.47II. Earnings before Interest, depreciation,

tax & Exceptional Items (EBIDT) 941.81 951.67 760.29 773.84III. Profit/(Loss) before Tax 175.73 183.19 (77.91) (75.63)IV. Provision for Tax (167.55) (167.15) (59.04) (65.49)V. Profit/(Loss) after Tax 343.28 350.34 (18.87) (10.14)VI. Total comprehensive income for the period 239.38 245.13 (9.78) (2.68)

DIVIDENDTo strengthen the cash flow of the Company, nodividend was considered and recommended for thefinancial year under review.

COMPANY’S WORKING DURING THE YEARYour Company continues to pursue the business offabrication of sheet metal components. The totalincome earned for the year ended March 31, 2019 wasRs.143.28 crores as compared to Rs.125.38 croresin the previous year on standalone basis, registeringa growth of 14.28%. Operations during the year haveresulted in Earnings before Interest, Depreciation andTax (EBIDT) of Rs. 9.42 crores compared to Rs.7.60crores in the previous year. Profit after tax during theyear was at Rs.3.43 crores compared to net loss ofRs.0.18 crores incurred in the previous year onstandalone basis.

MATERIAL CHANGES AND COMMITMENTS, IF ANY,AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THEEND OF THE FINANCIAL YEAR OF THE COMPANY TOWHICH THE FINANCIAL STATEMENTS RELATE AND THEDATE OF THE REPORTThere are no material changes and commitmentsaffecting the financial position of the Company whichhave occurred between the end of the financial year towhich the financial statements relate and the date ofthe report.

CREDIT RATINGSSubsequent to the end of the financial year under review,the Company has received the following credit ratingsfrom CRISIL vide their letter dated 26th June 2019:

Total Bank Loan Facilities Rs.20.45 CroreRatedLong- Term Rating CRISIL B+/StableShort-Term Rating CRISIL A4

SIGNIFICANT AND MATERIAL ORDERSThere have been no significant and material orderspassed by the Regulators or Courts or Tribunalsimpacting the going concern status and theCompany’s operations in future.

ADOPTION OF INDIAN ACCOUTING STANDARD (IND AS)As mandated by the notification of Ministry of CorporateAffairs, dated 16th February 2015 notifying the Companies(Indian Accounting Standard) Rules, 2015, YourCompany has implemented Indian AccountingStandards (“IND AS”) to record financial transactionspursuant to Notification from financial year 2017-2018.During the year 2018-2019; the Company hassuccessfully implemented the Ind AS.

RESERVESReserves and Surplus on standalone basis as onMarch 31, 2019 were Rs. 2819.03 Lacs including

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Rs.2204.33 Lacs towards revaluation reserve ascompared to Rs. 2579.65 in the previous year includingtherein Rs.2204.35 Lacs towards revaluation reserve.

SUBSIDIARY / JOINT VENTURES / ASSOCIATECOMPANIESAs on the date of Balance Sheet, the Company hasone subsidiary viz. Rishi Vocational Education PrivateLimited. The Company has not entered into any jointventure arrangements and does not have anyAssociate Company.

CONSOLIDATED FINANCIAL STATEMENTSThe Consolidated Financial Statements of yourCompany for the financial year 2018-19 are preparedas per Indian Accounting Standards (“IND AS”) and incompliance with applicable provisions of theCompanies Act, 2013 read with the Rules issuedthereunder and the provisions of SEBI (ListingObligations and Disclosure Requirements) Regulations,2015. The consolidated financial statements havebeen prepared on the basis of audited financialstatements of your Company and its Subsidiary.

PERFORMANCE AND FINANCIAL POSITION OF THESUBSIDIARY INCLUDED IN THE CONSOLIDATEDFINANCIAL STATEMENTThe detail of the financial position of the Subsidiary inForm AOC-1 is included in the Consolidated FinancialStatement forming part of this Annual Report. Sinceyour Company has adopted Indian Accounting Standard(IND AS) in preparation of financial statements, thefinancial statements of the Subsidiary are alsoprepared in accordance with IND AS.

INTERNAL FINANCIAL CONTROLS WITH REFERENCETO THE FINANCIAL STATEMENTSThe Company has an Internal Control System,commensurate with the size, scale and complexity ofits operations.

The Internal Auditor appointed by the Company,conducts an Internal Audit and monitors and evaluatesthe efficacy and adequacy of internal control system,its compliance with operating systems, accountingprocedures and policies at all locations of the Company.Internal Audit Findings and recommendations, areasfor improvement are reviewed by the Audit Committee.Based on the report of internal auditor; managementundertakes corrective action in their respective areasand thereby strengthen the controls.

AUDIT OBSERVATIONS AND EXPLANATION ORCOMMENT BY THE BOARDThere were no qualifications, reservations or adverseremarks made either by the Auditors or by the PracticingCompany Secretary in their respective Reports. Theobservations made by the Auditors read with therelevant notes on accounts are self-explanatory.

REPORTING OF FRAUDS BY AUDITORSDuring the year under review, neither the statutoryauditor nor the secretarial auditor has reported to theaudit committee, under Section 143 (12) of theCompanies Act, 2013, any instances of fraud committedagainst the Company by its officers or employees, thedetails of which would need to be mentioned in theBoard’s Report.

DEPOSITSDuring the year under report, the Company has notaccepted deposits from public under Chapter V of theCompanies Act, 2013 and rules made thereunder.

STATUTORY AUDITORSIn the 26th Annual General Meeting; M/s. Shah Mehtaand Bakshi, Chartered Accountants, Vadodara (FRN:103824W) were appointed as the Statutory Auditors ofthe Company for a term of 5 financial yearscommencing from 2018-2019 to hold office till theconclusion of the 31st Annual General Meeting of theCompany.

Your Company has obtained a declaration from theStatutory Auditors that they meet with the requisitecriteria as provided under the provisions of theCompanies Act 2013 read with applicable Rules andAdvisories, to continue as the Statutory Auditors of theCompany for the financial year 2019-2020.

AUDIT REPORTAs per the provisions of the Companies Act, 2013, theAuditors Report on Standalone and ConsolidatedFinancial Statements for the year ended 31st March2019 as issued by the Statutory Auditor; M/s. Shah, Mehtaand Bakshi, Chartered Accountants forms part of thisAnnual Report.

MAINTAINANCE OF COST RECORD AND COST AUDITThe Company is mandated to maintain cost recordspursuant to the provisions of Section 148 (1) of theCompanies Act, 2013.


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Pursuant to the provisions of Section 148 (2) of theCompanies Act, 2013, the Board of Directors at itsmeeting held on 30 th May 2019 appointed M/s.P.K.Chatterjee & Associates, Cost Accountants (FRN.101833), as the Cost Auditors for conducting the CostAudit for the financial year 2019-2020. A resolutionseeking members’ ratification for the remunerationpayable to Cost Auditor is included in the Noticeconvening the 27 th Annual General Meeting of theCompany.

The Cost Audit report for the financial year ended 31stMarch 2019; after being taken on record by the Boardshall be filled with MCA within the stipulated time.

SHARE CAPITALThe paid up Equity Share Capital as on March 31, 2019was Rs. 919.26 Lacs. There was no change in theShare Capital of the Company during the financial yearunder report.

As on March 31, 2019, following two directors areholding shares of the Company:Mr. Harshad PatelMr. Dinesh Chandra Mehta

EXTRACT OF THE ANNUAL RETURNThe extract of the Annual Return pursuant to theprovisions of Section 92 of the Act read with Rule 12 ofthe Companies (Management and Administration)Rules, 2014 is furnished in Form MGT-9 as Annexure‘A’ to the Report.

CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION AND FOREIGN EXCHANGE EARNINGSAND OUTGOThe details of conservation of energy, technologyabsorption, foreign exchange earnings and outgo areas follows:A. CONSERVATION OF ENERGY

The Company has implemented energyconservation measures at all plants and offices.The Company is also increasing the awarenesswithin the organization for energy saving.

B. TECHNOLOGY ABSORPTIONThe Company is not carrying out any R&DOperations but is assisting its customers inprototyping and developing import substituteitems.

TECHNOLOGY ABSORPTION, ADAPTION ANDINNOVATIONThe Company has not imported any Technology.

C. FOREIGN EXCHANGE EARNINGS AND OUTGOThe earning in foreign exchange amounts toRs.30.16 Lacs. The expenditure in foreigncurrency on account of components & spare partsamounts to Rs.5.62 Lacs.

BOARD OF DIRECTORSDetails of Board of DirectorsAs on the date of Balance sheet; the Board of Directorsof the Company consisted of Four Directors. SinceMr. Harshad Patel, Chairman of the Board is inExecutive capacity, pursuant to requirements of theSEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015, its Board comprises of 50% of theIndependent Directors.

Out of the Four Directors, One Director is categorizedas Promoter-Director, two are Independent Directorsappointed pursuant to provisions of section 149 of theCompanies Act 2013 and one is Non-ExecutiveWoman Director. As on the date of Balance sheet; thereis no Nominee Director on the Board of the Company.

No Director of the Company is either member of morethan ten committees and/or Chairman of more thanfive committees across all Companies in which he/she is Director and necessary disclosures to this effecthas been received by the Company from all theDirectors.

During the financial year under review, there were nochanges in the Board of Directors of the Company.

Change in Directors:The present tenure of Mr. Dinesh Chandra Mehta asan Independent Director on the Board shall come toan end at the conclusion of ensuing Annual GeneralMeeting. He has expressed his willingness to continueas an Independent Director and has also confirmedthat he meets the criteria of Independence as providedby the Companies Act, 2013 and SEBI (ListingObligations and Disclosure Requirements)Regulations, 2015. Based on evaluation report, theNomination and Remuneration Committee and Boardhas recommended the re-appointment of Mr. DineshChandra Mehta as Independent Director of theCompany for a second term of five consecutive years

RISHI LASER LIMITED

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from the conclusion of 27th Annual General meeting tillthe conclusion of 32nd Annual General meeting. TheSpecial Resolution for appointment of Mr. DineshChandra Mehta forms part of the notice of AnnualGeneral Meeting.

The present tenure of Mr. Vasant Goray as anIndependent Director on the Board shall come to anend at the conclusion of ensuing Annual GeneralMeeting. Mr. Vasant Goray has expressed hisunwillingness to continue as an Independent Directordue to medical condition and his unstable health whichdoes not permit him to devote time and resourceswhich an Independent Director is expected to devoteas a part of his position. The Nomination andRemuneration Committee requested Mr. Vasant Gorayto continue as a Non-Executive Director subsequentto end of his present tenure as an IndependentDirector, to which he has consented. The Committeeaccordingly has recommended to the Board to placebefore the members a resolution, for appointment ofMr. Vasant Goray as a Non-Executive Director liable toretire by rotation. The necessary resolution in thisregard forms part of the Notice of ensuing AnnualGeneral Meeting.

Ms. Sheela Ayyar retires by rotation in this AnnualGeneral Meeting and offers herself for reappointment.

Further the Nomination and Remuneration Committeehas recommended to the Board to place before themembers a resolution, for appointment of Ms. SheelaAyyar as an Independent Director on the Board as shefulfills the criteria of Independence. The Board ofDirectors of the Company in their meeting held on 12thAugust, 2019 have proposed for the approval ofmembers appointment of Ms. Sheela Ayyar as anIndependent Director pursuant to the provisions ofSection 149 of the Companies Act, 2013 read with therules made thereunder, for a term of five consecutiveyears, to hold office from the conclusion of ensuing27th Annual General meeting till the conclusion of 32ndAnnual General meeting.

Details of the meetings of the Board of DirectorsDuring the year, in all five Board Meetings were heldon 30th May, 2018, 14th August, 2018, 25th September,2018, 14th November, 2018 and 14th February, 2019.The time gap between any two meetings was not morethan 120 days.

The details of Directors and their attendance record atBoard Meetings held during the year, at last AnnualGeneral Meeting and number of other directorships inpublic Cos. and chairmanships/memberships ofcommittees is given below:

Name Category Other Directorships Committee Attendance Attendance Shareholdingin Public Cos. Membership/ At Board at Last AGM of Non-Executive

Chairmanship Meetings Directors (as on#(incl. RLL) 31.03.2019)

Mr. Harshad Patel Promoter/ Nil 2 5 Yes -DIN 00164228 ExecutiveMr. Vasant Goray Non-Promoter/ Nil 3 5 Yes -DIN 00176609 IndependentMr. Dinesh Chandra Mehta Non-Promoter/ Nil 3 5 Yes 19500DIN 00509447 IndependentMs. Sheela Ayyar Non-Promoter/ 1 3 5 Yes -DIN 06656579 Women Director

# While considering the memberships/chairmanships only Audit Committee, Nomination & RemunerationCommittee and Shareholders and Investor Grievance Committee are considered.

Declaration by an Independent Director(s)All Independent Directors have given declarations thatthey meet the criteria of independence as laid downunder Section 149(6) of the Companies Act, 2013.

Formal Annual Evaluation Pursuant to the provisions of the Companies Act, 2013and SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 (LODR), the Boardhas carried out evaluation of its own performance onthe annual basis the Directors individually, as well asthe evaluation of the working of its Audit, Nominationand Remuneration and other Committees. A structuredquestionnaire was prepared after taking intoconsideration inputs received from the Directors,covering various aspects of the Board’s functioning such


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as adequacy of the composition of the Board and itsCommittees, Board culture, execution and performanceof specific duties, obligations and governance.

A separate exercise was carried out to evaluate theperformance of individual Directors including theChairman of the Board. The performance evaluationof the Independent Directors was carried out by theentire Board. The performance evaluation of theChairman was carried out by the Independent Directorswho also reviewed the performance of the SecretarialDepartment.

Code of ConductThe Board has laid down a Code of Conduct for allBoard members and senior management personnelof the Company, which has been posted on the websiteof the Company www.rishilaser.com.

All Board members and senior managementpersonnel have affirmed compliance with the code forthe year ended on March 31, 2019. Declaration to thiseffect signed by the Managing Director of the Companyfor the year ended on March 31, 2019 has beenincluded elsewhere in this report.

Familiarization Programme for Independent DirectorsSince there were no new Directors appointed asIndependent Directors during the year 2018-2019 therewas no specific Familiarization Programme conducted.

KEY MANAGERIAL PERSONNELS (KMP)As on March, 31, 2019, Mr. Harshad Patel, ManagingDirector, Mr. Ganesh Prasad Agrawal, Chief FinancialOfficer and Ms. Supriya Joshi, Company Secretary arethe Key Managerial Personnels of your Company.During the financial year under review, there were nochanges in the Key Managerial Personnels (KMP) ofthe Company.

COMMITTEES OF THE BOARDThe Board of Directors has constituted Committees ofthe Directors, as mandated by Law, Regulations todeal with specific areas and activities which requirean independent expert review of subject matter. TheBoard Committees are formed with approval of theBoard and function according to Terms and Referenceand statutory provisions mandating such constitution.These Committees play an important role in the overallmanagement of day-to-day affairs and governance ofthe Company.

1. Audit CommitteeThe Company has a Competent Audit Committeecomprising of three Directors out of which two-third are independent directors. Mr. Vasant Goray,the Chairman of the Audit Committee is a Memberof the Institute of Company Secretaries of Indiaapart from being Post Graduate in Commerce andhas expertise in the field of finance, Accounts. Theother members of the Committee are Mr. HarshadPatel and Mr. Dinesh Chandra Mehta.

The main functions of the Audit Committee were:a. Reviewing Financial Statements before

submission to the Board.b. Reviewing internal control system and

recommending improvement.c. Recommending appointment of Statutory

Auditors and fixing Audit fees.d. Discussing with statutory Auditors the scope

of Audit, conducting post audit discussionsto ascertain area of concern.

While reviewing the financial statements thecommittee focused on:1 changes in accounting policies and reasons

thereon.2 compliance with accounting standards.3 compliance with listing and other regulations.4 related party transactions.

During the financial years 2018-19, the committeemet on 30 th May 2018, 12 th August 2018, 25 th

September 2018, 13 th November 2018, 13 th

February 2019 and 23rd March 2019.

The Meetings were attended by all the Membersof the Committee.

2. Nomination & Remuneration Committee:The Nomination & Remuneration committeeconsists of three Directors, Ms. Sheela Ayyar,Mr. Vasant Goray and Mr. Dinesh Chandra Mehta.Mr. Vasant Goray is the chairman of theCommittee.

The Board has on the recommendation of theNomination & Remuneration Committee frameda policy for selection and appointment of Directors,Senior Management and their remuneration. Thesame is posted on the website www.rishilaser.com.

http://www.rishilaser.com.http://www.rishilaser.com.

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Remuneration Committee approves theremuneration payable to the Managing Directorand senior executives. The salient features of thesaid policy are as under:

POLICY FOR APPOINTMENT AND REMOVAL OFDIRECTOR, KMP AND SENIOR MANAGEMENT1. Appointment Criteria and Qualificationa) The Committee shall identify and ascertain

the integrity, qualification, expertise andexperience of the person for appointment asDirector, KMP or at Senior Management leveland recommend to the Board his / herappointment.

b) A person should possess adequatequalification, expertise and experience forthe position he / she is considered forappointment. The Committee has discretionto decide whether qualification, expertiseand experience possessed by a person issufficient / satisfactory for the concernedposition.

c) The Company shall not appoint or continuethe employment of any person as Whole-time Director who has attained the age ofseventy years. Provided that the term of theperson holding this position may beextended beyond the age of seventy yearswith the approval of shareholders by passinga special resolution based on theexplanatory statement annexed to the noticefor such motion indicating the justificationfor extension of appointment beyond seventyyears.

2. Term / Tenurea) Managing Director/Whole-time Director: The

Company shall appoint or re-appoint anyperson as its Executive Chairman, ManagingDirector or Executive Director for a term notexceeding five years at a time. No re-appointment shall be made earlier than oneyear before the expiry of term.

b) Independent Director: An IndependentDirector shall hold office for a term up to fiveyears on the Board of the Company and willbe eligible for re-appointment on passing ofa special resolution by the Company and

disclosure of such appointment in theBoard’s report. No Independent Director shallhold office for more than two consecutiveterms of upto maximum of 5 years each, butsuch Independent Director shall be eligiblefor appointment after expiry of three years ofceasing to become an Independent Director.Provided that an Independent Director shallnot, during the said period of three years, beappointed in or be associated with theCompany in any other capacity, either directlyor indirectly. At the time of appointment ofIndependent Director it should be ensuredthat number of Boards on which suchIndependent Director serves is restricted toseven listed companies as an IndependentDirector and three listed companies as anIndependent Director in case such personis serving as a Whole-time Director of a listedcompany or such other number as may beprescribed under the Act.

3. EvaluationThe Committee shall carry out evaluation ofperformance of every Director, KMP andSenior Management Personnel at regularinterval (yearly).

4. RemovalDue to reasons for any disqualificationmentioned in the Act or under any otherapplicable Act, rules and regulations thereunder, the Committee recommends, to theBoard with reasons recorded in writing, removalof a Director, KMP or Senior ManagementPersonnel subject to the provisions andcompliance of the said Act, rules andregulations.

5. RetirementThe Director, KMP and Senior ManagementPersonnel shall retire as per the applicableprovisions of the Act and the prevailing policyof the Company. The Board will have thediscretion to retain the Director, KMP, SeniorManagement Personnel in the sameposition/ remuneration or otherwise evenafter attaining the retirement age, for thebenefit of the Company.


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POLICY FOR REMUNERATION TO DIRECTORS/KMP/SENIOR MANAGEMENT PERSONNEL1. Remuneration to Managing / W hole-time /

Executive / Managing Director, KMP and SeniorManagement Personnel: The Remuneration /Compensation / Commission etc. to be paid toDirector / Managing Director etc. shall be governedas per provisions of the Companies Act, 2013 andrules made there under or any other enactmentfor the time being in force.

2. Remuneration to Non- Executive / IndependentDirector: The Non-Executive Independent Directormay receive remuneration / compensation /commission as per the provisions of CompaniesAct, 2013. The amount of sitting fees shall besubject to ceiling / limits as provided underCompanies Act, 2013 and rules made there underor any other enactment for the time being in force.

The terms of reference to the Committee broadlyare as under:

The Board has formed the Remuneration andNomination Committee which ensure effectiveCompliance of Section 178 of the Companies Act,2013 and Regulation 19 of SEBI (ListingObligations and Disclosure Requirements)Regulations, 2015. The main functions of theCommittee are as follows:• Reviewing the overall compensation policy,

service agreements and other employmentconditions of Managing / W hole-timeDirector(s) and Senior Management (onelevel below the Board):

• to help in determining the appropriate size,diversity and composition of the Board;

• to recommend to the Board appointment/reappointment and removal of Directors;

• to frame criteria for determining qualifications,positive attributes and independence ofDirectors;

• to recommend to the Board remunerationpayable to the Directors (while fixing theremuneration to Executive Directors therestrictions contained in the Companies Act,2013 is to be considered);

• to create an evaluation framework forIndependent Directors and the Board;

• to provide necessary reports to the Chairmanafter the evaluation process is completed bythe Directors;

• to assist in developing a succession planfor the Board;

• to assist the Board in fulfillingresponsibilities entrusted from time-to-time;

• delegation of any of its powers to any Memberof the Committee or the Compliance Officer.

Details of remuneration package of the ManagingDirector:(As prescribe by Schedule V of the CompaniesAct 2013)

Period : Three years from 01.04.2017Salary : Rs. 5,00,000/-HRA : Rs. 2,50,000/- (upto 50% of Salary)Others : Rs. 1,50,000/-Besides the above the Managing Director isentitled to perquisites such as PF, Gratuity andLTA.

Actual remuneration received by the ManagingDirector for the year 2018-19:Mr. Harshad Patel - Rs. 108 Lacs (Excluding PF)

Non - Executive Directors are paid Rs.2500/- per BoardMeeting attended and Rs. 2500/- per Audit CommitteeMeeting attended.

3. Shareholders/ Investors Grievance Committee:The Committee consists of three Directors, Mr.Harshad Patel, Mr. Vasant Goray and Mr. DineshChandra Mehta. Mr. Vasant Goray is the chairmanof the Committee.

The Committee has been constituted to look intoRedressal of Shareholders Complaints andcorrespondence with SEBI and the StockExchange. The Committee also takes on recordthe requests received for transfer, transmission,issue of duplicate share certificates etc. and holdits Meetings at such duration as may be required.There are no complaints pending with theCompany.

4. Compensation Committee:The Company has a Compensation Committeeof Directors comprising of three Directors viz.Mr. Harshad Patel, Mr. Vasant Goray and

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Mr. Dinesh Chandra Mehta for implementation ofEmployee Stock Option Scheme-2006.

5. Finance Committee:The Company has a Finance Committeecomprising of three Directors viz. Mr. HarshadPatel, Mr. Vasant Goray, and Mr. Dinesh ChandraMehta for looking after the matters pertaining toexpansion and finance of the Company.

During the year, Six Finance Committee Meetingswere held i.e. 21st April, 2018, 08th May 2018, 26th

June 2018, 21st August 2018, 11th March 2019 and23rd March 2019.

Independent Directors’ MeetingDuring the year under review, the IndependentDirectors met on 21st August, 2018 inter alia, to discussthe evaluation of the performance of all independentdirectors and the Board of directors as whole. It alsoevaluates the timelines of flow of information betweenthe Management and the Board that is necessary forthe Board to perform its duties effectively.

RISK MANAGEMENT POLICYThe Company has formed a statement indicatingdevelopment and implementation of a riskmanagement policy for the Company includingidentification therein of elements of risk, if any, whichin the opinion of the Board may threaten the existenceof the company.

VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES The Company formulated Whistle Blower Policy asper the provisions of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 to raiseany complaint, query and to deal with instance of fraudand mismanagement, if any. The Policy ensures thatstrict confidentiality is maintained whilst dealing withconcerns and also that no discrimination will be metedout to any person for a genuinely raised concern.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OFWOMEN AT WORK PLACE (PREVENTION,PROHIBITION AND REDRESSAL) ACT, 2013The Company has constituted Internal CompliantCommittee (ICC) for all locations to the extentapplicable pursuant to the provisions of The SexualHarassment of Women at the Workplace (Prevention,Prohibition & Redressal) Act, 2013. The Company has

taken adequate care and caution in line with therequirements of the act. During the year 2018-2019the Company has not received any sexual harassmentcomplaint.

LOANS, GUARANTEES OR INVESTMENTS UNDERSECTION 186Details of Loans, Guarantees and Investments coveredunder the provisions of Section 186 of the CompaniesAct, 2013 are given in the notes to the FinancialStatements.

RELATED PARTY TRANSACTIONSAll related party transactions that were entered intoduring the financial year were on an arm’s length basisand were in the ordinary course of business.

Pursuant to section 134 read with rule of theCompanies (Accounts) Rules 2014, there are notransactions to be reported under section 188(1) ofthe Companies act, 2013. The related party policy asapproved by the Board is available on the website ofthe Company.

The disclosure in Form AOC-2 as per the provisions ofSection 188 of the Companies Act, 2013 and rulesmade there under is not required since there are nomaterial contracts or arrangements entered into bythe Company as per the Policy of Materiality framedforming part of Related Party Transaction policy of theCompany.

Related Party Transactions as required underAccounting Standards are reported under the notes tothe financial statements.

The policy for determining material subsidiary andpolicy for dealing with related party transaction isavailable on the website of the Company atwww.rishilaser.com.

PARTICULARS OF EMPLOYEESDuring the year, there was no employee in receipt ofremuneration prescribed in the Rule 5 (2) and (3) ofthe Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014.

The Statement containing particulars of employees asrequired and the ratio of remuneration of ManagingDirector to the median employees’ remuneration andother details in terms of Section 197(12) of the

http://www.rishilaser.com.


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Companies Act, 2013 read with Rule 5(1) and (2) ofthe Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014 forms part of thisreport as Annexure ‘B’.

TRANSFER OF UNPAID/UNCLAIMED DIVIDEND TOINVESTOR EDUCATION AND PROTECTION FUNDPursuant to the provisions of Section 124 of theCompanies Act, 2013 read with the Investor Educationand Protection Fund Authority (Accounting, Audit,Transfer and Refund ) Rules, 2016 (“the Rules”), duringthe year the Company had transferred unpaid orunclaimed dividends of Financial Year 2010-2011amounting to Rs.101936/- and corresponding 27912equity shares held by shareholders whose dividendwas unclaimed and unpaid from last sevenconsecutive years to the IEPF Authority.

SECRETARIAL AUDIT REPORT Pursuant to the provisions of Section 204 of theCompanies Act, 2013 read with the Companies(Appointment and Remuneration of ManagerialPersonnel) Rules, 2014, the Company has appointedSudhanwa S. Kalamkar & Associates, CompanySecretary in practice to undertake the Secretarial Auditof the Company. The Report of the Secretarial Auditoris annexed herewith as Annexure ‘C’.

COMPLIANCE WITH SECRETARIAL STANDARDSDuring the financial year, your Company has compliedwith applicable Secretarial Standards issued by Instituteof Company Secretaries of India.

EMPLOYEE STOCK OPTION PLAN- 2006The information in respect of the Employee StockOption Plan- 2006 of the Company is not required asthe Company has not made any changes in thescheme to make it in line with the provisions of theCompanies Act 2013 and hence no further allotmentsare made under ESOP.

CORPORATE SOCIAL RESPONSIBILITY POLICY (CSR)The provisions of section 135 of the Companies Act2013 related to constitution of Corporate SocialResponsibility (CSR) Committee and mandate tospend amount as prescribed by statute is notapplicable to Company for the financial year 2018-19as the Company does not fulfill any criteria set by theprovisions of section 135 (1) of the Act.

STATEMENT OF SALIENT FEATURES OF FINANCIALSTATEMENTStatement on salient features of Financial Statementin Form AOC-3 is not required since Entire AnnualReport is being sent to all the Shareholders in themanner specified by the regulations.

DIRECTORS’ RESPONSIBILITY STATEMENTThe Directors’ Responsibility Statement referred to inclause (c) of sub-section (3) and sub-section (5) ofSection 134 of the Companies Act, 2013, shall statethat—(a) in the preparation of the annual accounts, the

applicable accounting standards had beenfollowed along with proper explanation relating tomaterial departures;

(b) the directors had selected such accountingpolicies and applied them consistently and madejudgments and estimates that are reasonableand prudent so as to give a true and fair view ofthe state of affairs of the company at the end ofthe financial year and of the profit and loss of thecompany for that period;

(c) the directors had taken proper and sufficient carefor the maintenance of adequate accountingrecords in accordance with the provisions of thisAct for safeguarding the assets of the companyand for preventing and detecting fraud and otherirregularities;

(d) the directors had prepared the annual accountson a going concern basis; and

(e) the directors, had laid down internal financialcontrols to be followed by the company and thatsuch internal financial controls are adequate andwere operating effectively.

(f) the directors had devised proper systems toensure compliance with the provisions of allapplicable laws and that such systems wereadequate and operating effectively.

MANAGEMENT DISCUSSION AND ANALYSISThe Management Discussion and Analysis on theoperations of the Company is provided in a separatesection and forms a part of the Annual Report.

CORPORATE GOVERNANCE REPORTThe Company has availed an exemption for thefinancial year 2018-2019 on the basis of Paid-UpCapital and Net Worth as on the last day of preceding

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financial year i.e. 31 st March 2018 pursuant toRegulation 15 of SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015, asamended with regard to compliance of certainCorporate Governance requirements, submission ofCorporate Governance Report pursuant to Regulation27 of SEBI (Listing obligations and DisclosureRequirements) Regulations, 2015 and Schedule V ofthe SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015.

The Company has complied with the mandatorycorporate governance requirements as applicableunder other statutes and laws and certainrequirements have been voluntarily adopted as a goodcorporate governance practice.

The inclusion of separate section of CorporateGovernance in the Annual Report is not mandatorilyrequired for the financial year under review. However,

certain details are provided elsewhere in the report forthe information of stakeholders.

CORPORATE GOVERNANCE CERTIFICATEAs referred in the earlier section of CorporateGovernance Report, since the Company has availedan exemption under regulation 15 of SEBI (ListingObligations and Disclosure Requirements)Regulations, 2015, it is not required to attach theCompliance certificate on Corporate Governance.

ACKNOWLEDGEMENTSThe Directors place on record their appreciation of theefficient and loyal services rendered by the Staff andworkmen also acknowledge the help, support andguidance from the various Statutory Bodies,Government and Semi-Government Organisations andARC and thank our customers, suppliers, investorsfor their continues support during the year.

By Order of the Board

Date: 12th August, 2019 Harshad Patel Vasant GorayPlace: Mumbai Managing Director Director

DIN: 00164228 DIN: 00176609


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ANNEXURE-A

FORM NO. MGT 9EXTRACT OF ANNUAL RETURN

as on financial year ended on 31.03.2019Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company

(Management & Administration) Rules, 2014.

I REGISTRATION & OTHER DETAILS:

i CIN L99999MH1992PLC066412

i i Registration Date 20.04.1992

i i i Name of the Company RISHI LASER LIMITED

iv Category/Sub-category of the Company Public Limited Company

v Address of the Registered office & contact details 612, Veena Killedar Industrial Estate, 10-14Pais Street, Byculla (West), Mumbai- 400011Tel No. 022-23075677/23074585

vi Whether listed company YES

vii Name, Address & contact details of the Registrar Adroit Corporate Services Pvt. Ltd.& Transfer Agent, if any. 17/20, Jaferbhoy Industrial Estate, 1st Floor,

Makwana Road, Marol Naka, Andheri (E),Mumbai - 400059 Tel. No. 022-42270400

II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANYAll the business activities contributing 10% or more of the total turnover of the company shall be stated

Sl. No Name & Description of main NIC Code of the % to total turnoverproducts/services Product/service of the company

1 Manufacturing of fabricated metal products 25999 100%

III PARTICULARS OF HOLDING, SUBSIDIARY & ASSOCIATE COMPANIES

Sl No. Name & Address CIN/GLN HOLDING/ % OF APPLICABLEof the Company SUBSIDIARY/ SHARES SECTION

ASSOCIATE HELD1 RISHI VOCATIONAL U80902MH2007PTC175056 SUBSIDIARY 81.39 2(87)(ii)

EDUCATION PRIVATE LTD.612, Veena Killedar Indl.Estate, 10-14 Pais Street,Byculla (West),Mumbai- 400011

Note: Data given in MGT 9 pertaining to Shareholding Pattern under Sr. No. IV is as provided by ourRegistrar and Transfer agent.

RISHI LASER LIMITED

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IV SHAREHOLDING PATTERN(Equity Share Capital Breakup as Percentage of Total Equity)

(i) RISHI LASER LIMITED - Category-wise share holding

Category of Shareholders No. of Shares held at the No. of Shares held at %beginning of the year the end of the year Change

duringthe year

Demat Physical Total % of Demat Physical Total % ofTotal Total

Shares SharesA. Promoters(1) Indiana) Individual/HUF 0 0 0 0.00 0 0 0 0.00 0.00b) Central Govt. 0 0 0 0.00 0 0 0 0.00 0.00c) State Govt(s) 0 0 0 0.00 0 0 0 0.00 0.00d) Bodies Corp. 0 0 0 0.00 0 0 0 0.00 0.00e) Banks / FI 0 0 0 0.00 0 0 0 0.00 0.00f) Directors 1010529 0 1010529 10.99 1213529 0 1213529 13.20 2.21g) Directors Relatives 125172 0 125172 1.36 125172 0 125172 1.36 0.00

Sub Total : A(1) 1135701 0 1135701 12.35 1338701 0 1338701 14.56 2.21(2) Foreigna) NRI - Individuals 64005 0 64005 0.70 64005 0 64005 0.70 0.00b) Other - Individuals 0 0 0 0.00 0 0 0 0.00 0.00c) Bodies Corp. 0 0 0 0.00 0 0 0 0.00 0.00d) Banks / FI 0 0 0 0.00 0 0 0 0.00 0.00

Sub Total : A(2) 64005 0 64005 0.70 64005 0 64005 0.70 0.00Total Shareholding of Promoters 1199706 0 1199706 13.05 1402706 0 1402706 15.26 2.21(A) = A(1) + A(2)B. Public Shareholding(1) Institutionsa) Mutual Funds 0 0 0 0.00 0 0 0 0.00 0.00b) Banks / FI 0 0 0 0.00 0 0 0 0.00 0.00c) Central Govt. 0 0 0 0.00 0 0 0 0.00 0.00d) State Govt(s) 0 0 0 0.00 0 0 0 0.00 0.00e) Venture Capital Funds 0 0 0 0.00 0 0 0 0.00 0.00f) Insurance Companies 0 0 0 0.00 0 0 0 0.00 0.00g) FIIs 0 0 0 0.00 0 0 0 0.00 0.00h) Foreign Venture Capital Funds 0 0 0 0.00 0 0 0 0.00 0.00i) Others (Specify) 0 0 0 0.00 0 0 0 0.00 0.00

Sub-total (B) (1) 0 0 0 0.00 0 0 0 0.00 0.00(2) Non - Institutionsa) Bodies Corporatesi) Indian 697000 600 697600 7.59 594455 100 594555 6.47 (1.12)ii) Overseas 220000 450000 670000 7.29 220000 450000 670000 7.29 0.00b) Individuals i) Individual shareholders holding 2365008 122856 2487864 17.06 2244325 101636 2345961 25.52 (1.54) nominal share capital upto Rs.1 lacii) Individual shareholders holding 3590846 217800 3808646 41.43 3814974 17800 3832774 41.69 0.26 nominal share capital in excess of Rs.1 lac


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Category of Shareholders No. of Shares held at the No. of Shares held at %beginning of the year the end of the year Change

duringthe year

Demat Physical Total % of Demat Physical Total % ofTotal TotalShares Shares

c) Any Others (Specify)c-1) Non Resident Indians (Individuals) 105034 203059 308093 3.35 138631 135119 273750 2.98 (0.37)c-2) Directors 19500 0 19500 0.21 19500 0 19500 0.21 0.00c-3) Clearing Member 1191 0 1191 0.01 25442 0 25442 0.27 0.26c-4) Investor Education and Protection 0 0 0 0.00 27912 0 27912 0.30 0.30fund

Sub-total (B)(2) 6998579 994315 7992894 86.95 7085239 704655 7789894 84.74 (2.21)Total Public Shareholding(B)= 6998579 994315 7992894 86.95 7085239 704655 7789894 84.74 (2.21)(B)(1)+(B)(2)

C. Shares held by Custodian for GDRs & ADRs.Promoter and Promoter Group 0 0 0 0.00 0 0 0 0.00 0Public 0 0 0 0.00 0 0 0 0.00 0

Sub-total (C) (1) 0 0 0 0.00 0 0 0 0.00 0

Total Shareholding of Shares held by 0 0 0 0.00 0 0 0 0.00 0Custodian for GDRs & ADRs (C)=(C)(1)

Grand Total (A+B+C) 8198285 994315 9192600 100.00 8487945 704655 9192600 100.00 0

(ii) Shareholding of Promoters

Sl Shareholder’s Name No. of Shares held at the No. of Shares held at theNo. beginning of the year end of the year

No. of % of total %of Shares No. of % of total %of Shares %Shares Shares Pledged / Shares Shares of Pledged / Change

of the encumbered the encumbered duringcompany to total company to total the year

shares shares1 HARSHAD BHAVANBHAI PATEL 1010529 10.99 54.32 1213529 13.20 69.95 2.212 SMITABEN H PATEL 106472 1.16 0.00 106472 1.16 0.00 0.003 AAKANKSHA H PATEL 2600 0.03 0.00 2600 0.03 0.00 0.004 ABHISHEK HARSHAD PATEL 16100 0.17 0.00 16100 0.17 0.00 0.005 KIRAN PATEL 64005 0.70 0.00 64005 0.70 0.00 0.00

TOTAL 1199706 13.05 45.75 1402706 15.26 60.52 2.21

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(iii) Change in Promoters’ Shareholding (please specify, if there is no change)

Sl. No. of Shares held CumulativeNo. at the beginning Shareholding during

of the year the yearName of As On No. of % of total No. of % of total

Promoter’s Date Shares shares shares sharesof the of the

company company1 At the beginning of the year HARSHAD BHAVANBHAI PATEL 01/04/2018 1010529 10.99 1010529 10.99

Date wise Increase / Decrease 01/02/2019 203000 2.21 1213529 13.20in Promoters Share holdingduring the yearAt the End of the year 31/03/2019 1213529 13.20

2 At the beginning of the year ABHISHEK HARSHAD PATEL 01/04/2018 16100 0.17 16100 0.17Date wise Increase / Decrease NIL NILin Promoters Share holdingduring the yearAt the End of the year 31/03/2019 16100 0.17

3 At the beginning of the year AAKANKSHA H PATEL 01/04/2018 2600 0.03 2600 0.03Date wise Increase / Decrease NIL NILin Promoters Share holdingduring the yearAt the End of the year 31/03/2019 2600 0.03

4 At the beginning of the year KIRAN PATEL 01/04/2018 64005 0.70 64005 0.70Date wise Increase / Decrease NIL NILin Promoters Share holdingduring the yearAt the End of the year 31/03/2019 64005 0.70

5 At the beginning of the year SMITABEN H PATEL 01/04/2018 106472 1.16 106472 1.16Date wise Increase / Decrease NIL NILin Promoters Share holdingduring the yearAt the End of the year 31/03/2019 106472 1.16

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRsand ADRs):

No. of Shares held Cumulativeat the beginning Shareholding during

of the year the yearSl For Each of the Top 10 Name of Shareholders As On No. of % of total No. of % of totalNo. Shareholders Date Shares shares shares shares

of the of thecompany company

1 At the beginning of the year NIKHIL JAISINH MERCHANT 01/04/2018 799317 8.70 799317 8.70Date wise Increase / Decrease NIL NILin Share holding during the yearAt the End of the year 31/03/2019 799317 8.70


33333333

No. of Shares held Cumulativeat the beginning Shareholding during

of the year the yearSl For Each of the Top 10 Name of Shareholders As On No. of % of total No. of % of totalNo. Shareholders Date Shares shares shares shares


2 At the beginning of the year ARCHWAY HOLDINGS LTD 01/04/2018 670000 7.29 670000 7.29Date wise Increase / Decrease NIL NILin Share holding during the yearAt the End of the year 31/03/2019 670000 7.29

3 At the beginning of the year R VENKATA SUBRAMANIAN 01/04/2018 411850 4.48 411850 4.48Date wise Increase / Decrease NIL NILin Share holding during the yearAt the End of the year 31/03/2019 411850 4.48

4 At the beginning of the year JAYESH SHETH 01/04/2018 164207 1.79 164207 1.79Date wise Increase / Decrease NIL NILin Share holding during the yearAt the End of the year 31/03/2019 164207 1.79

5 At the beginning of the year RASHMI SHETH 01/04/2018 160000 1.74 160000 1.74Date wise Increase / Decrease NIL NILin Share holding during the yearAt the End of the year 31/03/2019 160000 1.74

6 At the beginning of the year GANESH PRASAD AGRAWAL 01/04/2018 150000 1.63 150000 1.63Date wise Increase / Decrease 01/02/2019 -150000 1.63 0 0.00in Share holding during the year

At the End of the year 31/03/2019 0 0.00

7 At the beginning of the year RAJESH KUMAR 01/04/2018 122300 1.33 122300 1.33Date wise Increase / Decrease NIL NILin Share holding during the yearAt the End of the year 31/03/2019 0 0.00 122300 1.33

8 At the beginning of the year ARVIND BABURAO JOSHI 01/04/2018 82516 0.90 82516 0.90Date wise Increase / Decrease 24/08/2018 4651 0.05 87167 0.95in Share holding during the year 31/08/2018 9825 0.11 96992 1.06

07/09/2018 6594 0.07 103586 1.1321/09/2018 8842 0.10 112428 1.2214/12/2018 7097 0.08 119525 1.3021/12/2018 751 0.01 120276 1.31


9 At the beginning of the year SUNIL KOTHARI 01/04/2018 118400 1.29 118400 1.29Date wise Increase / Decrease NIL NILin Share holding during the yearAt the End of the year 31/03/2019 118400 1.29

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Sl No. of Shares held CumulativeNo. at the beginning Shareholding during

of the year the yearFor Each of the Top 10 Name of Shareholders As On No. of % of total No. of % of totalShareholders Date Shares shares shares shares


10 At the beginning of the year MAHENDRA GIRDHARILAL 01/04/2018 0 0.00 0 0.00Date wise Increase / Decrease 27/07/2018 7724 0.08 7724 0.08in Share holding during the year 17/08/2018 9090 0.10 16814 0.18

24/08/2018 567 0.01 17381 0.1931/08/2018 2152 0.02 19533 0.2107/09/2018 8900 0.10 28433 0.3114/09/2018 6449 0.07 34882 0.3821/09/2018 2000 0.02 36882 0.4028/09/2018 1000 0.01 37882 0.4105/10/2018 521 0.01 38403 0.4212/10/2018 2000 0.02 40403 0.4402/11/2018 550 0.01 40953 0.4516/11/2018 820 0.01 41773 0.4523/11/2018 3158 0.03 44931 0.4930/11/2018 4295 0.05 49226 0.5407/12/2018 4900 0.05 54126 0.5914/12/2018 1000 0.01 55126 0.6028/12/2018 1000 0.01 56126 0.6131/12/2018 100 0.00 56226 0.6104/01/2019 800 0.01 57026 0.6211/01/2019 21407 0.23 78433 0.8518/01/2019 3255 0.04 81688 0.8925/01/2019 190 0.00 81878 0.8908/02/2019 40 0.00 81918 0.8915/02/2019 6759 0.07 88677 0.9622/02/2019 2200 0.02 90877 0.9901/03/2019 12025 0.13 102902 1.1208/03/2019 1500 0.02 104402 1.1415/03/2019 7400 0.08 111802 1.2222/03/2019 1660 0.02 113462 1.2329/03/2019 2100 0.02 115562 1.26


11 At the beginning of the year AASISH CHUNILAL PATEL 01/04/2018 100000 1.09 100000 1.09Date wise Increase / Decrease NIL NILin Share holding during the yearAt the End of the year 31/03/2019 100000 1.09


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(v) Shareholding of Directors and Key Managerial Personal

Sl Shareholding CumulativeNo. at the beginning Shareholding during

of the year the yearName of As On No. of % of total No. of % of total

Directors & KMP Date Shares shares shares sharesof the of the

company company

1 At the beginning of the year DINESH CHANDRA MEHTA 01/04/2018 19500 0.21 19500 0.21Date wise Increase / Decrease NIL NILin Share holding during the yearAt the End of the year 31/03/2019 19500 0.21

2 At the beginning of the year SUPRIYA KEDAR JOSHI 01/04/2018 1500 0.02 1500 0.02Date wise Increase / Decrease NIL NILin Share holding during the yearAt the End of the year 31/03/2019 1500 0.02

3 At the beginning of the year GANESH PRASAD AGRAWAL 01/04/2018 150000 1.63 150000 1.63Date wise Increase / Decrease 01/02/2019 -150000 -1.63in Share holding during the yearAt the End of the year 31/03/2019 0 0.00

V INDEBTEDNESS (Rs. in Lacs)

Indebtedness of the Company including interest outstanding/accrued but not due for payment

Secured Loans Unsecured Deposits Totalexcluding deposits Loans Indebtedness

Indebtness at the beginningof the financial yeari) Principal Amount 1,824.79 50.02 - 1,874.81ii) Interest due but not paid - - -iii) Interest accrued but not due - - -

Total (i+ii+iii) 1,824.79 50.02 - 1,874.81

Change in Indebtedness duringthe financial yearAdditions - 125.00 - 125.00Reduction 861.58 124.56 - 986.14Net Change (861.58) 0.44 - (861.14)

Indebtedness at the end of thefinancial yeari) Principal Amount 963.21 50.46 - 1,013.67ii) Interest due but not paid - - - -iii) Interest accrued but not due - 0.35 - 0.35

Total (i+ii+iii) 963.21 50.81 - 1,014.02

RISHI LA

Rishi Laser Ltd.€¦ · Ref:Script Code-526861 Sub: Notice of 27th Annual General Meeting of the...

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