30th annual report 2011-2012 - bse india

th30

Annual Report

2011-2012

RITESH INTERNATIONAL LIMITED

MANAGEMENTBOARD OF DIRECTORS

Chairman-cum-Managing Director Sh. Rajiv Arora

Executive Director Sh. Ritesh Arora

Directors Sh. Raghunath Nayyar

Sh. Raj Kumar Sood

Auditors M/s. Bhushan Aggarwal & Co.

678, Aggar Nagar

Ludhiana-141012

Bankers Allahabad Bank

Clock Tower, Ludhiana

Works Momnabad Road.

Akbarpura, Ahmedgarh,

Distt.- Sangrur (Punjab)

Registered Office 356, Industrial Area-A,

Ludhiana-141003

TH 30 ANNUAL GENERAL MEETING CONTENTS PAGE NO.

Day : Saturday

Directors' Report 2

ndDate : 22 September,2012 Management Discussion & Analysis Report 5

Corporate Governance Report 6

Time : 11.00 A.M. Auditors' Report 11

Balance Sheet 14

Place : 356, Industrial Area-A, Profit & Loss Statement 15

Ludhiana-141003. Cash Flow Statement 16

Notes on Accounts 17

Notice 1

RITESHINTERNATIONAL LIMITED

1

MANAGEMENTBOARD OF DIRECTORS

Chairman-cum-Managing Director Sh. Rajiv Arora

Executive Director Sh. Ritesh Arora

Directors Sh. Raghunath Nayyar

Sh. Raj Kumar Sood

Auditors M/s. Bhushan Aggarwal & Co.

678, Aggar Nagar

Ludhiana-141012

Bankers Allahabad Bank

Clock Tower, Ludhiana

Works Momnabad Road.

Akbarpura, Ahmedgarh,

Distt.- Sangrur (Punjab)

Registered Office 356, Industrial Area-A,

Ludhiana-141003

TH 30 ANNUAL GENERAL MEETING CONTENTS PAGE NO.

Day : Saturday

Directors' Report 2

ndDate : 22 September,2012 Management Discussion & Analysis Report 5

Corporate Governance Report 6

Time : 11.00 A.M. Auditors' Report 11

Balance Sheet 14

Place : 356, Industrial Area-A, Profit & Loss Statement 15

Ludhiana-141003. Cash Flow Statement 16

Notes on Accounts 17

Notice 1


NOTICEth NOTICE is hereby given that the 30 Annual General

Meeting of the Members of Ritesh International Limited will be nd held on Saturday, 22 day of September, 2012 at 11.00 A.M.

at the Registered Office of the Company at 356, Industrial Area-A, Ludhiana-141003 to transact the following business:

ORDINARY BUSINESS

1. To receive, consider and adopt the Audited Balance stSheet of the Company as at 31 March 2012 and Profit

& Loss Statement for the year ended on that date along with the Reports of the Auditors and the Directors thereon.

2. To appoint a Director in place of Sh. Raghunath Nayyar, who retires by rotation and being eligible offers himself for re-appointment.

3. To appoint Auditors for the year 2012-2013 and to fix their remuneration.

M/s Bhushan Aggarwal & Co., Chartered Accountants, Ludhiana, the retiring Auditors being eligible offer themselves for re-appointment.

By Order of the Board

For Ritesh International Limited

sd/-

Place : Ludhiana (Rajiv Arora)

Date: 14.08.2012 Chairman-cum-Managing Director

NOTES:

I) A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote on a poll instead of himself/herself and such proxy need not be a member of the Company. The Proxy in order to be effective must be received by the Company not less than 48 hours before the meeting. The blank proxy form is enclosed herewith.

ii) The register of members and the share transfer books th of the company will remain closed from 20

ndSeptember, 2012 to 22 September, 2012 (both days inclusive).

iii) Any member of the company on demand shall be entitled to be furnished free of cost, a copy of the Balance Sheet of the company and of every document required by the law to be annexed thereto including

the Profit & Loss Statement and the Auditor's Report. Copies of these documents will also be kept open for 21 days before the date of the meeting.

iv) Members are requested to bring their copies of Annual Reports along with them, as copies of the report will not be distributed at the meeting.

v) Members/proxies are requested to bring their attendance slips sent herewith duly filled in for attending the meeting.

vi) Any queries regarding the Annual Accounts or otherwise must be sent at the Registered Office of the Company at least 10 days before the date of meeting.

Information pursuant to Corporate Governance Clause of the Listing Agreement regarding Directors seeking appointment/re-appointment

Name of Director Raghunath Nayyar

Date of Birth 09.11.1955

Date of Appointment 01.08.2011

Expertise He has an experience of 35

years in the field of Garment

Industry.

Qualification Graduate

Directorships of other 1. Hind Woollen and Hosiery

Companies as on date Mills Pvt. Ltd.

2. Nalanda Spinners Ltd.

Chairmanships/Memberships Nil

of Committees of other

Companies as on date

No. of shares held as on date Nil

Relationship with Not related to any director

other Directors

By Order of the Board


sd/-


Date : 14.08.2012 Chairman-cum-Managing Director

1


DIRECTORS' REPORT

Dear Members,th Your Directors have the pleasure in presenting the 30

Annual Report of the Company together with the Audited stAccounts for the year ended 31 March, 2012.

FINANCIAL RESULTS

Amount (Rs. In Lacs)

Particulars 2011-2012 2010-2011

Operating income 2362.35 2390.70

Profit/(Loss) before Depreciation 83.39 117.00

Less: Depreciation 62.14 55.13

Profit/(Loss) for the year before Tax 21.25 61.86

Less: Provision for taxation (1.00) 1.35

Profit/(Loss) after Tax 22.25 60.51

OPERATIONAL REVIEW

During the year under review your company's operating income was of Rs. 2362.35 lacs. The company has earned a profit of Rs. 22.25 lacs during the period under review.

The Company has made sales of Rs.108.67 lacs (Previous Year Rs. 55.44 lacs) from the Knitwear Division which has resulted into a Profit of Rs. 0.71 lacs (Previous Year Loss of Rs. 6.02 lacs) during the year under review.

DIRECTORS

Sh. Pran Arora, Director of the Company is ceased from the directorship of the Company due to his death w.e.f. 09.10.2011.

The Board places on record the valuable services rendered by Sh. Pran Arora, during his tenure as Chairman of the Company and expresses its deep sense of appreciation and gratitude for the same.

Sh. Ashok Kumar Mehta resigned w.e.f. 14.08.2012. The board places on record its appreciation of services rendered by him during his tenure as Director of the Company.

Mr. Raghunath Nayyar, Director of your Company, retires by rotation at the conclusion of the forthcoming Annual General Meeting and being eligible offers himself for re-appointment.

DIVIDEND

In the absence of adequate profits during the year under review your directors do not recommended any dividend to the share holders.

PUBLIC DEPOSITS

The Company has not accepted any deposits during the year under review.

AUDITORS

The Auditors, M/s Bhushan Aggarwal & Co., Ludhiana, retire at the conclusion of this Annual General Meeting and being eligible, offer themselves for reappointment. They have furnished a certificate to the effect that the re-appointment if made shall be in accordance with Section 224(1B) of the Companies Act, 1956. As regards Auditor's observation, the relevant notes on the accounts are self-explanatory and therefore do not call for any further comments.

DIRECTORS RESPONSIBILTY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956 and forming part of the Directors'

stReport for the year ended 31 March, 2012.

i. That in preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

ii. That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of

st affairs of the Company as at 31 March, 2012 and other Statements of Accounts of the Company for the year

stended 31 March, 2012.

iii. That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 in safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. That the Directors have prepared the annual accounts on a going concern basis.

COMPOSITION OF AUDIT COMMITTEE

The composition of the Audit committee as on date is as under:

- Sh. Raj Kumar Sood

- Sh. Rajiv Arora

- Sh. Raghunath Nayyar

2


COMPOSITION OF REMUNERATION COMMITTEE

The composition of the Remuneration committee as on date is as under:


- Sh. Rajiv Arora


COMPOSIT ION OF SHARE TRANSFER & SHAREHOLDERS' / INVESTORS' GRIEVANCE COMMITTEE

The composition of the Share Transfer & Shareholders'/ investors' Grievance Committee as on date is as under:


- Sh. Rajiv Arora


PAYMENT OF LISTING FEE

The Company has paid listing fees to the Bombay Stock Exchange and Delhi Stock Exchange.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as per Clause 49 of the listing agreement are given in the Annexure forming part of this Report.

CORPORTE GOVERNANCE REPORT

Corporate Governance Report as per Clause 49 of the listing agreement is given in the Annexure forming part of this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

Information as per Section 217(1) (e), read with Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 are given in the Annexure forming part of this Report.

PERSONNEL

The Management-Employees relations remained very cordial throughout the year. Your Directors wish to place on record their appreciation of sincere and devoted services rendered by all the workers and staff at all levels.

PARTICULARS OF EMPLOYEES U/S 217(2A) OF THE COMPANIES ACT, 1956

There was no employee who falls under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) (Amendment) Rules, 2002.

ACKNOWLEDGEMENTS

Your Directors acknowledge with gratitude, the continuing co-operation and assistance rendered by Financial Institutions, Banks, Government Agencies, Suppliers and other organizations in the working of the Company.

For and on behalf of Board


sd/-

Place: Ludhiana (Rajiv Arora)


3


I. CONSERVATION OF ENERGY

a) Energy Conversation Efforts are made to

measures taken. reduce energy

consumption

b) Additional investment and NA

proposal, if any being

implemented for reduction or

conversation of energy.

c) Impact of the measures at Energy Consumption

(a & b) above for reduction has been reduced

of energy consumption and

consequent impact on the cost

of production of goods.

A. Total energy consumption and energy consumption per unit of production as per Form-A of the Annexure in respect of industries specified in the schedule thereto :

A. POWER AND FUEL CONSUMPTION

Particulars Units 2011-12 2010-111. Electricity

a) Purchased Units (in lacs) Kwh 14.13 15.78

Total Amount Rs. In Lacs 89.31 88.41

Rate/unit Rs./Kwh 6.32 5.60

b) Own Generation

i) Through Diesel Generator

Units (in Lacs ) Kwh 0.32 0.28

Units/litre of diesel Kwh 4.50 4.50

Cost/Unit Rs./Kwh 8.66 8.00

ii) Through Steam -- --

Turbine Generator

Units (in Lacs )

Units/tonne of Steam -- --

Cost/Unit -- --

2. Coal (Steam)

Quantity (Tonnes) -- --

Total Cost (Rs. in lacs ) -- --

Average Rate (Rs.) -- --

3. Furnace Oil

Quantity (Ltr.) -- --

Total Amount -- --

Average Rate -- --

4. Other/ Internal Generation

Quantity -- --

Total Cost -- --

B. CONSUMPTION PER UNIT OF PRODUCTION/PRODUCT*

Product -- --

Electricity -- --

Furnace oil -- --

Coal -- --

Others -- --

*In view of various items produced/manufactured, it is not possible to give the required information.

II. TECHNOLOGY ABSORPTION

The Company does not depend on foreign technology for the production of Steric Acid, Industrial hard oil, Fatty acid etc. In fact, the Company is self-reliant in this design.

RESEARCH AND DEVELOPMENT:

A. Specified Areas in which R&D is carried out by the Company:

Company is carrying on R & D for testing of finished products, quality of existing products and thus catering to the ever changing market requirements.

B. Benefits derived as a result of above R & D.

R & D efforts have helped to bring out an improvement in processes, products and operating efficiencies. Significant improvement in product quality, material and plant utilization achieved.

C. Future plan of action

Company plans to develop new types of products and achieve quality standards with the additional advantage of reduction in cost by conducting R & D.

D. Expenditure on Research and Development

Research and Development is carried out by the concerned Departments and the expenses incurred are booked under general accounting heads and no separate accounts are maintained.

III. FOREIGN EXCHANGE EARNINGS AND OUTGO

a. Activities relating to exports, initiatives taken to increase export markets for products and services and export plans. NA

b. Total Foreign Exchange used and earned:(Rs. In Lacs)

Particulars 2011-2012 2010-2011

Used 0.22 0.26

Earned -- --

For & on behalf of the Board


sd/-


Date : 14.08.2012 Chairman-cum-Managing Director

INFORMATION AS PER SECTION 217(1) (e) READ WITH COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988 AND FORMING PART OF THE DIRECTORS'

STREPORT FOR THE YEAR ENDED 31 MARCH 2012.

4


Financial performance with respect to operational performance

The Company has achieved a turnover of Rs. 2362.35 lacs and earned a profit of Rs. 22.25 lacs during the year under review.

Material development in Human Resources and Industrial Relation front, including no. of people employed

Industrial relations remained cordial and harmonious during the year under review and there was no working day loss due to any adverse activities.

st The company had employed 48 persons as on 31 March, 2012.

Cautionary statement

Statement in the management discussion and analysis describing the company's objectives, estimates, projections and expectation may be forward looking statements within the meaning of applicable laws and regulations. Actual results could differ materially due to economic conditions effecting demand, supply, prices, changes in government policies, tax laws and other incidental factors.

For & on behalf of the Board


sd/-



INDUSTRY STRUCTURE AND DEVELOPMENTS:

The Rubber and PVC industry is growing at a faster pace. Our product range includes Stearic acid, Fatty Acids; the ultimate users of our products are Rubber and PVC industries. Therefore the demand of our products is set to grow at much faster rate. Your company is trying its best to increase the market share of its products and to economize its production.

Opportunities and Threats

OPPORTUNITIES

Production of Rubber and PVC industry is increasing day by day because of demand of Rubber and PVC and its allied products. Since our products are mainly consumed by these industries, demand of our products is also set to increase.

THREATS

There is lot of competition in the market in this segment and continuous increases in raw material cost are main threats.

OUTLOOK

The prospects of oil industry for the fiscal year 2012-13 seem bright and encouraging. The Government is all set to decrease the custom duty on imported raw material, which is mainly oil. Therefore cost of imported raw material shall be less as compared to raw material procured indigenously. Demand and market acceptance of our product is very good and in future also management is optimistic about the prospects of the company.

RISK AND MANAGEMENT PERCEPTION

The operations of your company are subject to general business risks and competition in the industry, which can effect the growth of the company. Your company continuously updates its systems and procedures to reduce uncertainties and risks and explore new market to cope with the competition.

INTERNAL CONTROL AND THEIR ADEQUACY

The Company has adequate system of internal control and internal audit system and management has access of all its assets and proper procedure is adopted for disposal of any assets of the company. The company has constituted an audit committee, which consists of independent directors, which periodically review the internal control systems.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

5

independent Directors. The Composition of the Board of Directors comprises of eminent and distinguished personalities, two of which is executive Directors and three non-executive Directors. The Company is having an executive Chairman and majority of Directors on the Board are independent. The details of the composition of the Board, number of Directorships & Committee positions held by each of the Directors are given hereunder :

The Company's commitment to good Corporate Governance remains a steadfast policy. The Company adheres to the best of business ethics and continues to serve its shareholders to the best of its abilities.

1. Board of Directors

a) Size and composition of the Board

The Company has a strong and broad-based Board consisting of four Directors with adequate blend of professionals, executive, non-executive and

CORPORATE GOVERNANCE REPORT


Independent Director means a non-executive Director who apart from receiving Director's remuneration does not have any other material pecuniary relationships or transactions with the Company, its promoters, its management or its subsidiaries, which may affect independence of the Directors.

None of the Directors is a member of more than 10 Board level Committees or a Chairman of more than 5 such Committees as required under Clause 49 of the Listing Agreement.

b) Number of Board Meetings

During the year under review, Ten Board Meetings were held on the following dates:

# including Ritesh International Limited @ Board Committee for this purpose includes Audit Committee, Remuneration Committee and Share Transfer & Shareholder' Grievance Committee (including Board Committees of Ritesh International Limited)

* ceased w.e.f. 09.10.2011 due to death$ resigned w.e.f. 14.08.2012

Name Designation Category No. of No. of No. of

Directorships Board Board

held # Committee Committee

Memberships Chairmanships

held @ held @

Sh Pran Arora* Ex-Chairman Promoter 6 6 1

Sh Rajiv Arora Chairman-cum- Promoter 5 5 -

Managing

Director

Sh. Ritesh Arora Executive Promoter 1 - -

Director

Sh. Raghunath Director Independent 3 3 3

Nayyar

Sh. R. K. Sood Director Independent 1 3 -

Sh Ashok Kumar Director Independent 1 - -$Mehta

Date of Board Meeting Board Strength Number of Directors present

April 01, 2011 6 5

May 14, 2011 6 5

August 1, 2011 6 5

August 30, 2011 6 5

October 31, 2011 5 5

November 15, 2011 5 5

November 24, 2011 5 5

January 24, 2012 5 5

February 15,2012 5 5

February 28, 2012 5 5

6


The Board is responsible for constituting, assigning, co-opting and fixing the terms of reference for the committees. Recommendations/decisions of the committee are submitted to the Board for approval. The quorum for meetings is either two members or one third of the members of the committees, whichever is higher.

AUDIT COMMITTEE

The Audit Committee consisted of three directors i.e. Sh. Pran Arora, Sh. Rajiv Arora and Sh. Ashok Kumar Mehta. Due to the sudden demise of Sh. Pran Arora, Chairman and resignation of Sh. Ashok Kumar Mehta, Director, the Audit Committee needs to be reconstituted.

Audit Committee of the Company is hereby reconstituted on 14.08.2012 with the following members:

1. Sh. Raghunath Nayyar - Chairman

2. Sh. Rajiv Arora - Member

3. Sh. Raj Kumar Sood - Memberth The committee met Five times during the last year on 14

th th th May 2011, 15 August 2011, 30 August 2011, 15November 2011 and 15th February 2012 the details of which are as under:

Director Number of

Meetings

Held Attended

Sh. Pran Arora 3 -

Sh. Ashok Kumar Mehta 5 5

Sh. Rajiv Arora 5 5

Sh. Raghunath Nayyar 2 2

No sitting fee was paid during the year for attending meetings of Audit Committee.

SHARE TRANSFER & SHAREHOLDERS'/INVESTORS' GRIEVANCE COMMITTEE

The Share Transfer and Shareholders'/ Investors Grievance Committee consisted of three directors i.e. Sh. Pran Arora, Sh. Rajiv Arora and Sh. Ashok Kumar Mehta. Due to the sudden demise of Sh. Pran Arora, Chairman and resignation of Sh. Ashok Kumar Mehta, Director, the Share Transfer and Shareholders/ Investors Grievance Committee needs to be reconstituted.

Share Transfer and Shareholders/ Investors Grievance Committee of the Company is hereby reconstituted on 14.08.2012 with the following members:

1. Sh. Raghunath Nayyar - Chairman

2. Sh. Raj Kumar Sood - Member

3. Sh. Rajiv Arora - Member

c) Directors' Attendance Record and directorships held

The following table gives details of the Directors' Attendance Record at the Board Meetings:

Name of the Director Number of Board

Meetings

Held Attended

Sh. Pran Arora 4 -

Sh. Rajiv Arora 10 10


Sh. R.K. Sood 10 10


Sh. Ritesh Arora 10 10

Sh. B.B. Jindal 2 2

Sh. Rajiv Arora, Managing Director, Sh. Ritesh Arora, Executive Director, Sh. Raghunath Nayyar Director and Ashok Kumar Mehta Director were present at the Annual General Meeting of the Company held on

thMonday, 26 day of September, 2011 at 356, Industrial Area-A, Ludhiana-141003.

d) Materially significant related party transactions

Related Parties and transactions with them as required under Accounting Standard 18 (AS-18) are furnished under paragraph no. 38 of the Notes to the Accounts attached with the financial statements for the year ended March 31, 2012.

The transactions with the related parties are neither materially significant nor they have any potential conflict with the interests of the Company at large. Also there has not been any non-compliance by the Company in respect of which penalties or strictures were imposed by Stock Exchange, SEBI or by any other statutory authority during the period under review.

e) Remuneration of Directors

Sh. Rajiv Arora Chairman-cum-Managing Director and Sh. Ritesh Arora, Executive Director has been paid a remuneration Rs.12,68,000/- and Rs.4,95,000/- respectively during the year under review. No Sitting fee was paid during the year under review to any director for attending the Board/Committee Meetings.

2. BOARD COMMITTEES

The Board has constituted the Audit Committee, the Shareholders'/Investors' Grievance and Share Transfer Committee and Remuneration Committee.

7


d) General Body Meetings

The last three Annual General Meetings were held as per the details given below:

Year Venue Timeth2010-2011 356, Industrial Area 'A' 26 September 2011

Ludhiana-141003 at 11:00 A.M.th2009-2010 356, Industrial Area 'A' 24 September 2010

Ludhiana-141003 at 11:00 A.M.th2008-2009 Ritesh Premises Focal 29 September 2009

Point, Phase VIII, at 11:00 A.M.

Chandigarh Road,

Ludhiana-141003

e) Postal Ballot

During the year under review, the Company has not passed any resolution through postal ballot.

4. GENERAL SHAREHOLDERS INFORMATION

The following information would be useful to our shareholders:

THa) 30 Annual General Meetingnd Date & Time 22 day of September 2012 at 11.00

A.M.

Venue 356, Industrial Area-A, Ludhiana-141003.

st stFinancial Year 1 April 2011 to 31 March 2012

b) Financial Calendar 2012-13 (Tentative)

First Quarter Results August, 2012

Second Quarter Results November, 2012

Third Quarter Results February, 2013

Annual Results May, 2013

c) Date of Book Closure:th nd 19 day of September, 2012 to 22 day of

September, 2012 (both days inclusive)

d) The shares of the Company are listed on the following Stock Exchanges:

Name and Address of Stock Exchanges

The Stock Exchange, Mumbai

Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400001.

The Delhi Stock Exchange Limited

DSE House, 3/1 Asaf Ali Road, New Delhi-110002.

e) Registrar & Transfer Agent

Skyline Financial Services Private Limited

D-153 A, Ist Floor,

Okhla Industrial Area, Phase- I

New Delhi- 110020

Phones: 011-30857575 (10 Lines)

Fax: 011-30857562

E-mail: [email protected]

The details of the meetings are as under:

Director Number of

Meetings

Held Attended

Sh. Pran Arora 12 -


Sh. Rajiv Arora 12 12


No sitting fee was paid during the year for attending meetings of Share Transfer & Shareholders'/Investors Grievance Committee.

No investor grievance was pending on March 31, 2012.

CODE OF CONDUCT

The Board has laid down a code of conduct for all Board

members and Senior Management of the Company. All

Board Members and Senior Management Personnel have

complied with the Code of Conduct. Declaration to this

effect signed by the Managing Director is enclosed with

this Annual Report.

3. SHAREHOLDERS

a) Disclosures regarding appointment or re-

appointment of Directors

According to the Articles of Association of the

Company, one third of such of the Directors for the

time being are liable to retire by rotation shall retire

and, if eligible, offer themselves for re-election at

the Annual General Meeting. Accordingly, Sh.

Raghunath Nayyar retires by rotation in the

ensuing Annual General Meeting. The Board has

recommended the re-election of all these Directors

to the shareholders.

b) Communication to Shareholders

The quarterly, half yearly and annual results are

generally published in Business Standard and

Desh Sewak.

c) Compliance Officer

Sh. Rajiv Arora, Chairman-Cum-Managing

Director is the Compliance Officer of the Company.

He can be contacted for any investor's related

matter relating to the Company. His contact nos.

are 91-01675-240321, Fax No. is 91-01675-240372

and e-mail ID is [email protected].

8


j) Shareholding Pattern:

Shareholding pattern in Ritesh International

Limited as on March 31, 2012 and March 31, 2011

for the purpose of reporting in the Annual Report of

the Company for the year 2011-12 is given as

under:

Category As On 31.03.2012 As On 31.03.2011

No. of % No. Of %

Equity Shares Equity Shares

Promoter & 39,64,728 46.36 38,94,185 45.53

Promoter Group

Mutual Funds/ 5,700 0.07 5,700 0.07

Financial Institutions/

Banks

Body Corporate 6,19,196 7.24 6,38,667 7.47

NRIs 1,57,175 1.84 1,59,175 1.86

Others 38,06,023 44.50 38,55,095 45.08

k) Distribution of ShareholdingstAs on March 31 , 2012 the distribution of

shareholding was as follows:

Shareholding of Shareholders No. of Shares held

Nominal value of each

share/unit Rs 10

Number % age Rs. % age

upto 5000 8780 84.96 1770405 20.70

5001 to 10000 1026 9.93 785204 9.18

10001 to20000 335 3.24 484714 5.67

20001 to30000 74 0.72 185258 2.17

30001 to40000 24 0.23 81517 0.95

40001 to50000 13 0.13 59814 0.70

50001 to100000 37 0.36 277947 3.25

100001 & above 45 0.44 4907963 57.38

TOTAL 10334 100.00 8552822 100.00

l) Address for Correspondence

Ritesh International Limited,

356, Industrial Area -A,

Ludhiana - 141003

Ph.: 0161-5059126

f) Market price data

Monthly high and low prices of equity shares of

Ritesh International Limited at the Stock

Exchange, Mumbai (BSE) in comparison to

sensex are given hereunder :-

Month BSE

Share Prices Sensex

High Low Volume High Low

April, 2011 7.40 6.15 9996 19811.14 18976.19

May, 2011 7.32 6.12 9782 19253.87 17786.13

June, 2011 6.99 5.30 13079 18873.39 17314.38

July, 2011 6.15 5.03 18288 19131.70 18131.86

August, 2011 6.50 5.18 9641 18440.07 15765.53

September, 2011 7.74 5.75 5970 17211.80 15801.01

October, 2011 7.50 6.09 5650 17908.13 15745.43

November, 2011 6.14 4.88 9284 17702.26 15478.69

December, 2011 6.33 5.63 8887 17003.71 15135.86

January, 2012 7.45 6.01 13835 17258.97 15358.02

February, 2012 7.79 6.29 15594 18523.78 17061.55

March, 2012 7.04 5.77 22386 18040.69 16920.61

Source : www.bseindia.com

g) Share transfers

Share transfers are done by the Company's

Registrar and Share Transfer agents Skyline

Financial Services Private limited, New Delhi

Share transfers are registered and returned within

a period of 10 days from the date of receipt. Share

Transfer Committee met 12 times and 6030 shares

were transferred and 27800 shares were

dematerialized during the year under review.

h) Dematerialization of Shares

64.31% of Equity Shares of the Company are in st dematerialized form as on 31 March, 2012. The

shares of the company are available for dematerialization with both the depositories i.e. NSDL and CDSL vide ISIN No. INE 534D01014.

i) Outstanding Convertible Instruments

The Company has no outstanding convertible instruments.

9


To

The Members of

Ritesh International Limited

We have examined the compliance of the conditions of the Corporate Governance by Ritesh International Limited for the year ended st31 March 2012, as stipulated in clause 49 of the Listing Agreement of the Company with Stock Exchanges.

The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination was limited to review of the procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of an opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us and based on the representation made by the Directors and Management, we certify that the Company has complied with the conditions of the Corporate Governance as stipulated in the above-mentioned Listing Agreement.

We state that no investor grievance is pending for a period of exceeding one month against the Company as per the records maintained by the Shareholders'/ Investor's Grievance Committee.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the Management has conducted the affairs of the Company.

For Bhushan Aggarwal & Co.

Chartered Accountrants

sd/-

(Shashi Bhushan)

Place : Ludhiana Prop.

Dated : 14.08.2012 M. No. 084005

CHIEF EXECUTIVE OFFICER (CEO) CERTIFICATION

I Rajiv Arora, Chairman-cum-Managing Director of Ritesh International Limited, certify that:st1. I have reviewed the financial statements and the cash flow statement for the year ended 31 March, 2012 and that to the best of my

knowledge and belief:

a) These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading.

b) These statements together present a true and fair view of the company's affairs and are in compliance with existing accounting standards, applicable laws and regulations.

2. There are, to the best of our knowledge and belief, no transactions entered into by the company during the year are fraudulent, illegal or violative of the company's code of conduct.

3. I accept responsibility for establishment and maintaining internal controls and that I have evaluated the effectiveness of the internal control systems of the company and I have disclosed to the auditors and the audit committee, deficiencies in the design or operation of internal controls, if any, of which I am aware and the steps I have taken or purpose to take to rectify these deficiencies.

4. I have indicated to the auditors and the Audit Committee

a) Significant changes in internal controls during the year.

b) Significant changes in accounting policies during the year, if any, and that the same have been disclosed in the notes to the financial statements, and

c) Instances of significant fraud of which we have become aware and involvement therein, if any of the management or other employees who have a significant role in the company's internal controls systems.

5. I further declare that all board members and senior managerial personal have affirmed compliance with the code of conduct for the stfinancial year 31 March, 2012.


sd/-


Dated : 14.08.2012 Chairman-cum-Managing Director

STATUTORY AUDITOR'S CERTIFICATE ON COMPLIANCE OF CORPORATE GOVERNANCE

10


To

The Members of

Ritesh International Limited,

Ludhiana

We have audited the attached Balance Sheet of Ritesh stInternational Limited, Ludhiana as at 31 March 2012

and also the Statement of Profit & Loss for the year

ended on that date Annexed thereto and the Cash

Flow Statement for the year ended on that date. These

financial statements are the responsibility of the

Company's Management. Our responsibility is to

express opinion on these financial statements based on

our audit.

We conducted our audit in accordance with Auditing

Standards generally accepted in India. Those

Standards require that we plan and perform the audit to

obtain reasonable assurance about whether the

financial statements are free of material mis-

statement. An audit includes examining, on a test

basis, evidence supporting the amounts and

disclosures in the financial statements. An audit also

includes assessing the accounting principles used

and significant estimates made by management, as

well as evaluating the overall financial statement

presentation. We believe that our audit provides a

reasonable basis for our opinion.

We report that:

1. As required by Companies (Auditors' Report) Order,

2003 issued by the Central Government of India in

terms of Section 227(4A) of the Companies Act, 1956,

we annex hereto a statement on the matters specified

in paragraphs 4 & 5 of the said order.

2. Further to our comments in the Annexure referred to in

paragraph (1) above, we report as under:

(a) We have obtained all the information and

explanations which to the best of our knowledge

and belief were necessary for the purpose of our

audit;

(b) In our opinion, proper books of accounts as

required by law have been kept by the Company

so far as appears from our examination of the

books;

(c) The Balance Sheet and Statement of Profit & Loss,

referred to in this report, are in agreement with the

books of accounts;

(d) On the basis of written representations received stfrom the Directors as on 31 March, 2012 and

taken on record by the Board of Directors, we

report that none of the directors is disqualified as ston 31 March, 2012 from being appointed as a

director in terms of clause (g) of sub section (1) of

Section 274 of the Companies Act, 1956.

(e) In our opinion the Balance Sheet, Statement of

Profit & Loss and the Cash Flow statements dealt

with this report comply with the Accounting

Standards prescribed by Companies (Accounting

Standards) Rules, 2006 to the extent applicable.

(f) In our opinion and to the best of our information

and according to the explanations given to us, the

said statement of accounts, read with notes

thereon subject to Note No.33, regarding the show

cause notice issued by Excise Department, give

the information required by the Companies Act,

1956 in the manner so required and give a true and

fair view in conformity with the accounting

principles generally accepted in India;

i. In the case of Balance Sheet, of the state of affairs st of the Company as 31 March, 2012 and

ii. In the case of the Statement of Profit & Loss, of the

Profit for the year ended on that date.

iii. In the case of Cash Flow Statement, of the cash

flow for the year ended on that date.

AUDITOR'S REPORT

For Bhushan Aggarwal & Co.,(Firm Registration No. 005362N)

Chartered Accountants

Place: LudhianaDated: 14.08.2012

sd/-(Shashi Bhushan)

Prop.M. No. 084005

11


1. a) The Company has maintained proper records

showing full particulars including quantitative

details and situation of its fixed assets. On

13.02.2005 there was a fire in the office premises,

in which some of the records of the company

maintained up to 31.03.2004 have been destroyed

including fixed assets register.

b) As explained to us, all the fixed assets have been

physically verified by the management at

reasonable intervals by rotation as per the

verification plan adopted by the company which is

reasonable having regard to the size of the

company and nature of its fixed assets. No material

discrepancies were noticed on such verification.

c) As per the information and explanations given to

us, the company has not disposed off substantial

part of the fixed assets during the year.

2. a) Inventories have been physically verified by the

management at reasonable intervals during the

year/at the year end except the stocks lying with

third parties.

b) As explained to us, the procedures of physical

verification of the stocks refer to in (a) above

followed by the management, in our opinion,

reasonable and adequate in relation to the size of

the company and the nature of its business.

c) In our opinion and according to the information

and explanations given to us, the company is

maintaining proper records of its inventories

except for its knitwear division and the

discrepancies noticed on such physical

verification is not material and have been

adequately dealt with in the books of accounts.

3. a) The Company has taken loan from one (Previous

year one) companies/firms /Individuals covered in

the register maintained under Section 301 of the

Companies Act, 1956. The year-end balance of

loans taken from such parties was Rs. 10.30 Lacs

(Previous Year Rs. 17.36 Lacs). There are one

(Previous year one) companies/firms covered in

the register maintained under Section 301 of the

Companies Act, 1956, to which the company has

granted loans. The year-end balance of loans

granted to such parties was Rs.1.29 Lacs

(Previous Year Rs.1.29 Lacs).

b) In our opinion and according to the information

and explanations given to us, the rate of interest,

where applicable and other terms and conditions,

are not prima facie prejudicial to the interest of the

company.

c) The principal amounts are repayable on demand

and there is no repayment schedule. The interest,

where applicable, is payable on demand.

d) Since the loans are repayable on demand and

therefore the question of overdue amounts does

not arise.

4. In our opinion and according to the information given

to us, there are adequate internal control procedures

commensurate with the size of the Company and the

nature of its business with regard to purchases of

inventories and fixed assets.

5. a) Based on the audit procedure applied by us and

according to the information and explanations

provided by the management, we are of the

opinion that the transactions that need to be

entered in to the register maintained under section

301 of Companies Act, 1956 have been so entered.

b) In our opinion and according to the information

and explanations given to us, the company has no

transaction exceeding Rs.5.00 lacs or more with

the parties to be entered in to the register

maintained u/s 301 of the Companies Act, 1956.

6. The company has not accepted any deposits within

the meaning of Section 58A and 58AA of the

Companies Act, 1956.

7. In our opinion, the Company has an adequate internal

audit system commensurate with the size of the

company and nature of its business.

ANNEXURE TO AUDITORS' REPORT(Referred to in Paragraph (1) of our Report of even date)

12


8. Maintenance of cost records has not been prescribed

by the Central Government under Clause (d) of sub

section (1) of Section 209 of the Companies Act, 1956.

9. a) According to the records of the Company, the

Company is regular in depositing with the

appropriate authorities the undisputed statutory

dues including Provident Fund, Employee State

Insurance, Income Tax , Sales tax, Wealth Tax,

Custom Duty, Excise duty and other Statutory

dues.

b) According to the information and explanations

given to us, no undisputed amounts payable in

respect of such statutory dues were outstanding stas at 31 March, 2012 for a period of more than six

months from the date they become payable.

c) According to the information and explanations

given to us and on the basis of our examination of

the books of accounts, there are no dues payable

in respect of Income tax, Wealth Tax, Sales Tax,

Custom Duty, Excise Duty and any other statutory

dues which are in dispute and have not been

deposited with appropriate authorities.

10. The company has been registered for a period of more

than five years, having existing Share Capital of

Rs.855.28 Lacs. Its accumulated losses at the end of

the financial year amount to Rs.756.38 Lacs (Previous

year Rs. 778.63 lacs). It has incurred cash profit of

Rs.84.39 Lacs in the financial year under review and

Rs.115.65 Lacs in the financial year immediately

proceeding such financial year.

11. Based on our Audit procedure and on the information

and explanation given by the management, we are of

the opinion that the Company has not defaulted in

repayment of dues to financial institution/bank.

12. According to the information and explanations given

to us, the company has not granted any loans and

advances on the basis of securities by way of pledge of

shares, debentures and other securities.

13. The company is not a chit fund or a nidhi/mutual

benefit fund/society. Therefore, the provision of this

Clause of the Companies (Auditors' Report) Order,

2003 is not applicable to the company.

14. According to information and explanations given to us,

the company is not dealing or trading in share and

securities. All investments in shares have been held by

the company in its own name.

15. According to information and explanations given to us,

the company has not given guarantees for loans taken

by other from the bank or financial institutions.

16. The company has not taken any term loan during the

year.

17. Based on the information and explanations given to us

and on an overall examination of the Balance Sheet of stthe company as at 31 March, 2012, we report that no

significant funds raised on short term basis have been

used for long term investments.

18. Based on the audit procedures performed and the

information and explanations given to us by the

management, we report that the company has not

made any preferential allotment of shares during the

year.

19. The company has no outstanding debentures during

the year under audit.

20. The Company has not raised any money by public

issue during the year.

21. Based upon the audit procedures performed and

information and explanations given by the

management, we report that no fraud on or by the

Company has been noticed or reported during the

course of our audit.

For Bhushan Aggarwal & Co.,(Firm Registration No. 005362N)

Chartered Accountants

Place: LudhianaDated: 14.08.2012


Prop.M. No. 084005

13

STBALANCE SHEET AS AT 31 MARCH, 2012

PARTICULARS NOTES

(Amount in Rupees)


I. EQUITY AND LIABILITIES

(A)Shareholder"s Fund

(a) Share Capital 2 85,528,220.00 85,528,220.00

(b) Reserve & Surplus 3 91,477,636.65 89,252,622.43

177,005,856.65 174,780,842.43

(B)Non Current Liabilities

(a) Long term Borrowings 4 876,908.00 -

(b) Other Long term Liabilities 5 1,029,950.00 1,735,980.00

1,906,858.00 1,735,980.00

(C)Current Liabilities

(a) Short term Borrowings 6 20,824,989.77 9,941,238.82

(b) Trade Payable 7 24,802,846.39 21,083,108.35

(c) Other Current Liabilities 8 7,641,218.54 4,807,500.04

(d) Short term provisions 9 1,266,248.00 1,086,800.00

54,535,302.70 36,918,647.21

233,448,017.35 213,435,469.64

II. ASSETS

(A)Non-Current Assets

(a) Fixed Assets

i) Tangible Assets 10 85,045,940.55 88,415,102.66

ii) Capital work- in- progress 8,936,584.00 -

(b) Non Current Investments 11 291,000.00 291,000.00

(c) Long term Loans & Advances 12 72,366,155.46 78,001,651.46

166,639,680.01 166,707,754.12

(B)Current assets

(a) Current Investments 13 4,650,677.38 3,051,712.55

(b) Inventories 14 31,220,413.68 19,917,282.46

(c) Trade Receivables 15 17,105,592.77 15,535,848.29

(d) Cash and cash equivalents 16 2,026,708.85 1,334,725.53

(e) Short-term loans and advances 17 11,804,944.66 6,888,146.69

66,808,337.34 46,727,715.52

233,448,017.35 213,435,469.64

Significant Accounting Policies and 1 to 42

Notes to Accounts

31.03.2012 31.03.2011

The accompanying notes are an integral part of the financials statementsAs per our report of even date

For and on behalf of the Board

sd/-

(Rajiv Arora)Chairman-cum-

Mg. Director

For Bhushan Aggarwal & Co.(Firm Registration No.005362N)Chartered Accountants

Place: LudhianaDate : 14.08.2012


Prop.M.No.084005

sd/-(Ritesh Arora)

Executive Director

14

STPROFIT AND LOSS STATEMENT FOR THE YEAR ENDED 31 MARCH, 2012

PARTICULARS

(Amount in Rupees)


INCOME

Revenue from Operations 18 209,646,512.60 211,969,321.70

Other Income 19 8,441,891.61 6,067,126.50

Total Revenue 218,088,404.21 218,036,448.20

EXPENSES

Cost of material consumed 20 163,458,612.00 156,790,032.36

Changes in Inventories of finished goods & 21 (3,920,173.24) (3,544,590.66)

work in progress

Other manufacturing expensses 22 41,761,464.91 38,564,636.17

Employee benefit expenses 23 12,908,140.00 9,309,472.85

Finance costs 24 2,289,451.42 1,015,969.92

Depreciation and amortization expenses 10 6,214,030.11 5,513,816.15

Selling & Other Expenses 25 7,609,372.42 7,329,364.95

Other Expenses 26 3,882,277.37 3,602,169.65

Total Expenses 234,203,174.99 218,580,871.39

PROFIT/(LOSS) BEFORE EXCEPTIONAL (16,114,770.78) (544,423.19)

AND EXTRAORDINARY ITEMS & TAX

Exceptional Items 27 18,262,937.00 6,730,700.00

PROFIT BEFORE EXTRAORDINARY

ITEMS & TAX 2,148,166.22 6,186,276.81

Extraordinary Items 28 (23,152.00) -

Profit before Tax 2,125,014.22 6,186,276.81

Tax Expenses

a) Current Tax 290,000.00 -

b) Tax for earlier years (390,000.00) 134,896.52

PROFIT FOR THE YEAR 2,225,014.22 6,051,380.29

Earning per Share (of Rs. 10/- each)

(1) Basic & Diluted 29 0.26 0.71

Significant Accounting Policies and 1 to 42

Notes to Accounts

NOTES 31.03.2012 31.03.2011

The accompanying notes are an integral part of the financials statementsAs per our report of even date

For and on behalf of the Board




Prop.M.No.084005

15

sd/-


Mg. Director

sd/-(Ritesh Arora)

Executive Director


STCASH FLOW STATEMENT FOR THE YEAR ENDED 31 MARCH, 2012

PARTICULARS

(Amount in Rupees)

A. CASH FLOW FROM OPERATING ACTIVITIES

Profit/(Loss) before tax & Extra Ordinary items 2,125,014.22 6,186,276.81

Adjustments for

- Depreciation 6,214,030.11 5,513,816.15

- Interest paid on borrowing 2,153,039.00 823,049.00

- Profit/Loss on sale of Assets 23,152.00 --

- Dividend/interest received 5,492,797.70 13,883,018.81 (5,696,511.00) 640,354.15

Operating profit before working capital charges 16,008,033.03 6,826,630.96

Adjustments for

- Inventory (11,303,131.22) (5,329,467.66)

- Receivable (1,569,744.48) (3,007,687.50)

- Payable 17,616,655.49 765,142.11 -

- Loans & Advances (Short Term) (4,916,797.97) (173,018.18) 3,944,628.22 (3,627,384.83)

Cash Generated from operations 15,835,014.85 3,199,246.13

Interest paid (2,153,039.00) (823,049.00)

13,681,975.85 2,376,197.13

Taxes Paid (100,000.00) 134,896.52

Net Cash from operating activities (A) 13,781,975.85 2,241,300.61

B. CASH FLOW FROM INVESTING ACTIVITIES

Purchase of Fixed Assets (11,904,604.10) (6,206,850.60)

Sale of Fixed Assets 100,000.10 --

Sale/Purchase of Investment (1,598,964.83) (3,023,689.95)

Loans & Advances (Long Term) 5,635,496.00 --

Interest/Dividend Received (5,492,797.70) (13,260,870.53) 5,696,511.00 (3,534,029.55)

Net cash used in investing activities (B) (13,260,870.53) (3,534,029.55)

C. CASH FLOW FROM FINANCING ACTIVITIES

Borrowing (Net) 170,878.00 932,068.41

Net cash from financing activities © 170,878.00 932,068.41

Net incraese/(decrease) in cash and cash equivalents (A+B+C)

Cash equilvalents (A+B+C) 691,983.32 (360,660.53)

Cash and Cash equivalents(Opening Balance) 1,334,725.53 1,695,386.06

Cash and Cash equivalents(Closing Balance) 2,026,708.85 1,334,725.53

For the year ended31.03.2012

For the year ended31.03.2011

AUDITOR'S REPORT As per our report of even date

On behalf of the Board




Prop.M.No.084005

16

sd/-


Mg. Director

sd/-(Ritesh Arora)

Executive Director


1. SIGNIFICANT ACCOUNTING POLICIES:

a) Basis of Accounting

The financial statements have been prepared under

the historical cost convention in accordance with the

generally accepted accounting principles and in

accordance with Accounting Standards applicable in

India and the provisions of the Companies Act, 1956

as adopted consistently by the Company.

b) Fixed Assets

All fixed assets are stated at cost less accumulated

depreciation. Cost of acquisition is inclusive of freight,

duties, taxes and other incidental expenses.

c) Inventories

The inventories have been determined on the basis of

FIFO method and basis of determining cost for various

categories of inventories are Raw Material at cost

price, Finished Goods at market price, Work-in-

process at estimated cost and Stores & Spares at cost

or realizable value whichever is lower.

d) Revenue Recognition

Sale is recognized on mercantile basis.

Job work is recognized at the time of raising the

invoice in favour of Customer.

Profit against commodity dealing at the time of square

up to the contract.

Vat tax liabilities are accounted for on the

basis of Vat tax returns filed by the Company with the

department. Additional liability, if any, arises at the time

of assessment, will be accounted for in the year of

finalization of assessment.

e) Depreciation

Depreciation has been calculated on Straight Line

Method as per Companies Act, 1956 at the rates of

depreciation prevalent at the time of acquisition of

assets.

f) Retirement Benefits

Gratuity liability has been accounted for on accrual

basis.

Contribution to Provident Fund, Family Pension

Scheme and ESI and Leave with wages are accounted

for on accrual basis and charged to Profit & Loss

Account accordingly.

g) Investments

Investments are valued at cost plus incidental

expenses, if any.

h) Accounting of Taxes on Income

Provision for Income Tax has been made according to

the provisions of Income tax Act, 1961.

Consequent to the issuance of Accounting Standard

22(AS-22) "Accounting for Taxes on Income" by the

Institute of Chartered Accountants of India which is

mandatory in nature, the company has reviewed

Deferred Taxes which result from the timing difference

between the Book Profits and Tax Profits.

In consideration of prudence as set out in paragraph

15 to 18 of AS-22, considering the accumulated

losses, sufficient future taxable income cannot be

estimated with virtual or reasonable certainty. The

company therefore has not recognized Net Deferred

Tax Assets in the Financial Statement for the current.

Further in accordance with paragraph 19 of AS-22 the

Net Deferred Tax Asset, if any, shall be reassessed at

the end of each Balance Sheet date hereafter and

accordingly due recognition shall be given in the

Financial Statements.

i) Provisions, Contingent Liabilities and Contingent

Assets:

(i) Provisions involving substantial degree of

estimation in measurement are recognized when

there is a present obligation as a result of past

event and it is probable that there will be an outflow

of resources. Contingent Liabilities are not

recognized but are disclosed in the notes.

Contingent Assets are neither recognized nor

disclosed in the Financial Assets.

(ii) Provisions, Contingent Liabilities and Contingent

Assets are reviewed at each Balance Sheet date in

accordance with the Accounting Standard AS-29

on "Provisions, Contingent Liabilities and

Contingent Assets'" notified under the Companies

(Accounting Standards) Rules, 2006.

j) Borrowing Cost:

B o r r o w i n g c o s t s , a t t r i b u t a b l e t o t h e

acquisition/construction of qualifying assets,

are capitalized and the amount capitalized during the

year is NIL (Previous Year NIL). Other borrowing costs

are charged to statement of Profit and loss.

STNOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH, 2012

17


PARTICULARS

(Amount in Rupees)


2. SHARE CAPITAL ACCOUNT

Authorized

10000000 Equity Shares of Rs.10/- each 100,000,000.00 100,000,000.00

Issued


Subscribed & Paid up


TOTAL 85,528,220.00 85,528,220.00

Notes:

I) The company has one class of Equity Shares having a par value of Rs.10/- each. Each holder is

eligible for one vote per share held.

ii) Detail of shares held by each shareholder holding more than 5% Shares

Sr. Name of the Shareholder No. of % No. of %

No. Shares holding Shares holding

1. Sh. Rajiv Arora 1751210 20.48 1751210 20.48

2. Sh. Sanjev Arora 1225403 14.33 549144 6.42

3. Rajiv Arora(HUF) 495311 5.79 448650 5.25

4. Sh. Pran Arora - - 671250 7.85

3. RESERVE & SURPLUS

a) Capital Subsidy

Opening Balance 1,500,000.00 1,500,000.00

Additions during the year - -

Closing Balance 1,500,000.00 1,500,000.00

b) Capital Reserve

Opening Balance 37,193,789.07 37,193,789.07


Closing Balance 37,193,789.07 37,193,789.07

c) Forfeited Share Reserve

Opening Balance 3,188,720.00 3,188,720.00


Closing Balance 3,188,720.00 3,188,720.00

d) Securities Premium Reserve

Opening Balance 46,208,220.00 46,208,220.00


Closing Balance 46,208,220.00 46,208,220.00

31.03.2012 31.03.2011NOTE

18

STNOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH, 2012 (Amount in Rupees)


e) General Reserve

Opening Balance 62,500,000.00 62,500,000.00


Closing Balance 62,500,000.00 62,500,000.00

f) Revaluation Reserve

Opening Balance 10,000,000.00 10,000,000.00


Closing Balance 10,000,000.00 10,000,000.00

g) Investment Allowance Resserve (Utilised)

Opening Balance 6,524,950.04 6,524,950.04


Closing Balance 6,524,950.04 6,524,950.04

h) Profit & Loss Account

Opening Balance (77,863,056.68) (83,914,436.97)

Additions during the year 2,225,014.22 6,051,380.29

Closing Balance (75,638,042.46) (77,863,056.68)

TOTAL 91,477,636.65 89,252,622.43

4. LONG TERM BORROWINGS

Secured #

a) From Bank 305,000.00 -

b) From Others 571,908.00 -

TOTAL 876,908.00 -

# Secured against the Hypothecation of the vehicles

5. OTHER LONG TERM LIABILITIES

a) From Related Parties 1,029,950.00 1,735,980.00

TOTAL 1,029,950.00 1,735,980.00

6. SHORT TERM BORROWINGS

a) Loans Repayable on Demand- Secured

From Banks 20,824,989.77 9,941,238.82

TOTAL 20,824,989.77 9,941,238.82

The Working Capital facility secured by hypothecation of entire present and future movable assets of the

company such as stocks of raw material, work in process, finished goods, stores & book debts etc.

Overdraft facility also guaranteed by promoter directors of the company.

PARTICULARS 31.03.2012 31.03.2011NOTE

19

STNOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2012 (Amount in Rupees)


7. TRADE PAYABLE

a) Trade Payable 24,802,846.39 21,083,108.35

TOTAL 24,802,846.39 21,083,108.35

Trade Payable includes Rs. NIL (Previous year Rs. NIL) due to creditors registered with Micro, Small and

Medium Enterprises Development Act, 2006(MSME).

No interest is paid/payable during the year to Micro, Small and Medium Enterprises.

The above information has been determined to the extent such parties could be identified on the basis of

information available with the Company regarding the status of suppliers under the MSME.

8. OTHER CURRENT LIABILITIES

Advances from Customers 5,097,046.54 2,156,592.04

Statutory Dues 590,984.00 985,076.00

Other Liabilities 1,588,989.00 1,665,832.00

Cheque Issued but presented later on 364,199.00 -

TOTAL 7,641,218.54 4,807,500.04

9. SHORT TERM PROVISIONS

(a) Provision for employee benefits 976,248.00 696,800.00

(b) Others 290,000.00 390,000.00

TOTAL 1,266,248.00 1,086,800.00

10. TANGIBLE ASSETS

GROSS BLOCK DEPREICATION NET BLOCK

PARTICULARS

Land Freehold

Building

Plant & Machinery

Furniture & Fixture

Vehicles

TOTAL

Previous Year

As at

1.04.2011

6,123,000.00

24,419,816.65

149,639,051.91

1,161,513.73

3,214,348.30

184,557,730.59

178,350,879.99

Additions

-

31,729.00

1,504,113.00

159,195.00

1,272,983.10

2,968,020.10

6,206,850.60

Sale/

Deductions

-

-

-

-

337,639.00

337,639.00

-

As at

31.03.2012

6,123,000.00

24,451,545.65

151,143,164.91

1,320,708.73

4,149,692.40

187,188,111.69

184,557,730.59

Upto

1.04.2011

-

11,276,887.82

82,341,993.56

646,394.79

1,877,351.76

96,142,627.93

90,628,811.79

For the

Year

-

683,081.62

5,130,073.83

79,828.34

321,046.32

6,214,030.11

5,513,816.15

Adjustment/

Deductions

-

-

-

-

214,486.90

214,486.90

-

Upto

31.03.2012

-

11,959,969.44

87,472,067.39

726,223.13

1,983,911.18

102,142,171.14

96,142,627.94

As At

31.03.2012

6,123,000.00

12,491,576.21

63,671,097.52

594,485.60

2,165,781.22

85,045,940.55

88,415,102.65

As At

31.03.2011

6,123,000.00

13,142,928.83

67,297,058.35

515,118.94

1,336,996.54

88,415,102.66

87,722,068.20


20

11. NON CURRENT INVESTMENTS

QUOTED

8600 Equity Shares of Rs.10/- of Ritesh Properties & Ind Ltd 129,000.00 129,000.00

UN QUOTED

40000 Equity Shares of Rs.10/- of Pantagon Finance Ltd 162,000.00 162,000.00

TOTAL 291,000.00 291,000.00

Market Value of Quoted Investments 46,371.00 82,130.00

12. LONG TERM LOANS & ADVANCES

Security Deposits, considered Good 1,921,991.40 928,392.40

Other Loans & Advances, Considered Good 70,444,164.06 77,073,259.06

TOTAL 72,366,155.46 78,001,651.46

13. CURRENT INVESTMENTS

Trade Investments

Quoted

100 Equity Shares of Rs.10/- each of Indian Overseas Bank 2,400.00 2,400.00

1290(P.Y 60) Equity Shares of Rs.10/- each of Wyeth Ltd 1,091,313.72 25,622.60

390 Equity Shares of Aurobindo Pharma Ltd 81,379.65 81,379.65

Nil(P.Y 60) Equity Shares of Bilcare Ltd - 41,402.37

36(P.Y 1800) Equity Shares of Biocon Ltd 11,495.97 574,798.26

1200 Equity Shares of Fortis Healthcare Ltd 198,337.99 198,337.99

108 (P.Y 402) Goldman Sachs- ETF(Gold Bees) 307,635.15 743,558.23

Nil (P.Y 16) Equity Shares of IL & FS Transport Network Ltd - 45,455.76

Nil (P.Y 624) Equity Shares of Tata Investment Corp Ltd - 341,117.14

600 Equity Shares of TVS Motor Co Ltd 28,117.22 28,117.22

5400 Equity Shares of Uttam Galva Steel Ltd 607,618.74 607,618.74

708 Equity Shares of Zydus Wellness Ltd 361,904.59 361,904.59

108 Equity Shares of Bank of Baroda 105,217.85 -

3636 Equity Shares of GMR Infra Ltd 123,806.30 -

40068 Equity Shares of Himachal Futuristic Ltd 533,254.84 -

41952 Equity Shares of Kingfisher Airlines Ltd 938,599.15 -

108 Equity Shares of L & T Finance Holding Ltd 5,414.10 -

90 Equity Shares of Punjab National Bank 107,362.31 -

306 Equity Shares of Tata Chemicals Ltd 138,968.35 -

36 Equity Shares of Titan Industries Ltd 7,851.45 -

TOTAL 4,650,677.38 3,051,712.55

Market Value of Quoted Investments 3,828,553.36 3,168,801.46

STNOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH, 2012 (Amount in Rupees)



21

14. Inventories

(As taken, valued & certify by the management)

Raw Mateial 11,904,654.63 1,011,883.72

Work in Progress 1,244,095.00 1,140,852.54

Finished Goods 14,123,653.40 10,306,722.62

Stores & Spares 3,948,010.65 7,457,823.58

TOTAL 31,220,413.68 19,917,282.46

15. Trade Receivables(Unsecured)

Considered good

Outstanding for a period exceeding

6 months 509,702.50 771,800.00

Others 16,595,890.27 14,764,048.29

TOTAL 17,105,592.77 15,535,848.29

16. Cash & Cash Equivalent

Cash Balance in Hand 1,117,027.99 108,937.84

Balance with Bank in Current Account 313,983.86 304,933.69

Cheque Deposited but passed later on 595,697.00 920,854.00

TOTAL 2,026,708.85 1,334,725.53

17. Short-Term Loans and Advances

(Unsecured, considered good)

Taxes paid in advance 749,376.41 824,525.42

Advance Excise Duty 2,644,895.00 355,232.00

Advances to suppliers 6,949,855.58 4,613,751.88

Advances to Staff 49,000.00 344,518.00

Other Loans & Advances 1,411,817.67 750,119.39

TOTAL 11,804,944.66 6,888,146.69

18. Revenue from Operations

i) Sale of Products 219,752,891.50 227,532,756.50

Stearic Acids & Other Non Edible Oils

ii) Other Operating Income 10,867,345.10 5,543,918.20

Sale of Garments etc

230,620,236.60 233,076,674.70

Less: Excise Duty 20,973,724.00 21,107,353.00

TOTAL 209,646,512.60 211,969,321.70

ST NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH, 2012 (Amount in Rupees)



22

19. Other Income

Interest Income 5,458,005.00 5,696,511.00

Dividend Income 34,792.70 11,550.00

Profit against Sale of Shares 268,708.41 73,651.50

Profit against Settlement 2,523,600.00 -

Balances Written back - 42,336.00

Misc Income 156,785.50 243,078.00

TOTAL 8,441,891.61 6,067,126.50

20. Cost of Material Consumed

Opening Stock

- Raw Material 1,011,883.72 5,914,576.79

Add: Purchases

i) Non Edible Oils 171,421,398.02 149,715,526.13

ii) Others 2,929,984.89 2,171,813.16

175,363,266.63 157,801,916.08

Closing Stock

- Raw Material 11,904,654.63 1,011,883.72

Net Consumption 163,458,612.00 156,790,032.36

21. Change in Inventories

a) Opening Stock of

- Finished Goods 10,306,722.62 6,308,198.00

- Work in Progress 1,140,852.54 1,594,786.50

11,447,575.16 7,902,984.50

b) Closing Stock of

- Finished Goods 14,123,653.40 10,306,722.62

- Work in Progress 1,244,095.00 1,140,852.54

15,367,748.40 11,447,575.16

(Increase)/Decrease in Inventories (3,920,173.24) (3,544,590.66)

22. Other Manufacturing Expenses

Chemicals 8,917,800.07 7,248,491.06

Power & Fuel 30,054,261.87 27,259,533.05

Repair and maintenance# 1,349,466.32 1,952,686.78

Other Expenses 1,439,936.65 2,103,925.28

TOTAL 41,761,464.91 38,564,636.17


PARTICULARS

(Amount in Rupees)


31.03.2012 31.03.2011

23

# Repair and maintenance

Machinery Repair 914,466.32 912,286.64

Electric Repair 56,003.00 156,516.00

Building Repair 378,997.00 883,884.14

1,349,466.32 1,952,686.78

23. Employee Benefits Expenses

Salaries & Wages# 10,044,888.00 7,359,117.00

Contribution to Provident & Other Funds 642,102.00 497,676.00

Other Benefits to Staff & Workers 1,879,775.00 1,308,636.00

Staff Welfare Expenses 341,375.00 144,043.85

TOTAL 12,908,140.00 9,309,472.85

# Includes Directors Remuneration Rs. 17,63,000/- Previous Year Rs. 16,59,000/-

24. Finance Charges

Interest 2,153,039.00 823,049.00

Bank & Other Charges 136,412.42 192,920.92

TOTAL 2,289,451.42 1,015,969.92

25. Selling & Other Expenses

Advertisement 266,726.00 102,765.00

Brokerage & Commission 282,106.00 227,690.00

Freight Expenses 4,665,025.00 4,250,060.00

Consignment Expenses 1,025,315.00 1,238,427.50

Packing Expenses 1,266,318.70 1,400,651.38

Selling Expenses 103,881.72 109,771.07

TOTAL 7,609,372.42 7,329,364.95

26. Other Expenses

Electric Expenses 393,720.00 303,043.00

Fees & Taxes 261,193.32 263,425.00

Insurance Expenses 213,172.40 229,039.77

Legal & Professional Charges 565,840.00 519,689.00

Vehicle Expenses 514,750.00 249,522.00

Postage & telephone Expenses 270,323.00 195,406.62

Rent 309,435.00 192,000.00

Service Charges 494,476.00 687,393.00

ST NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH, 2012

PARTICULARS

(Amount in Rupees)


31.03.2012 31.03.2011

24

Travelling and Conveyance Expenses# 182,336.00 372,994.61

Charity & Donation 317,600.00 229,190.00

Previous Year Expenses 9,531.79 3,966.00

Other Expenses 349,899.86 356,500.65

TOTAL 3,882,277.37 3,602,169.65

# Includes Directors Travelling Rs. 75,201.00 Previous Year Rs. 299746.61

27. Exceptional Items

Profit against commodity trading 18,262,937.00 6,730,700.00

TOTAL 18,262,937.00 6,730,700.00

28. Extraordinary Items

Loss on Sale of Fixed Assets (23,152.00) -

TOTAL (23,152.00) -

29. Earning Per Share

a) Net profit/(Loss) after tax 2,225,014.22 6,051,380.29

b) Total weighted Average Number of Shares for Basic 8,552,822.00 8,552,822.00

and Diluted Earning

c) Basic and Diluted Earning per Share 0.26 0.71


PARTICULARS

(Amount in Rupees)


31.03.2012 31.03.2011

25


30. Debit and credit balances are subject to confirmation and reconciliation, if any.

31. The payment made to the Managing Director & Executive Director is as under:

Particulars 2011-12 2010-11Rs. Rs.

Salary to- Mg. Director 1,268,000/- 1,200,000/-- Executive Director 495,000/- 459,000/-Perks Nil Nil

32. As the Company's business activities falls within a

single primary business segment, the disclosure

requirements of Accounting Standards (AS)-17 on

"Segment Reporting", issued by The Institute of

Chartered Accountants of India are not applicable.

However the Company has made sales of Rs.108.67

Lacs (Previous Year Rs.55.44 Lacs) of Knitwear

Division which is shown under Other Operating

Income.

33. There was a search by the Central Excise and Taxation

Department on 26.09.2002 at the premises of the

Company and the books of accounts and other related

documents (including excise records) have been

seized. The excise department has issued a show

cause notice dated 29.03.2005 to the company for the

raising of demand of Rs.6,62,19,886/- . The company

has filed the appeal with the Customs, Excise &

Service Tax Appellate Tribunal, New Delhi, who had

stayed the recovery proceeding till the disposal of

appeals. So, no provision has been made in the books

for the demand raised, as the management is of

opinion that the same will be accounted for in the year

of payment.

34. In the opinion of the Board, all the Current Assets,

Loans & Advances have a value on realization in the

ordinary course of business at least equal to the

amount at which they are stated except as expressly

stated otherwise.

35. Legal & Professional Charges include payment to

Auditor's as under :

37. The Company is taking the inventories as on 31.03.2012 of its knitwear division on the basis of

physical stock taking as the knitwear division of the company is not maintaining the proper stock registers.

38. Related Parties Disclosure

A) Related parties where control exists or with whom transactions have taken place during the year.

ASSOCIATED/ALLIED COMPANIES

Ÿ Ritesh Properties & Industries LimitedŸ Kishan Chand & Co. Oil Industries Limited.

OTHERSŸ Harnam Dass Pran Nath Owned By Ex-Chairman *Ÿ B B Jindal Director #Ÿ Anita Arora Wife of Mg. DirectorŸ Anita Arora Maximun Prop.- Wife of Mg.

Discount Medical DirectorRetail Store

# Upto 31.07.2011* Upto 09.10.2011

KEY MANAGERIAL PERSONNEL REPRESENTED ON THE BOARD

Ÿ Sh. Pran Arora Ex-Chairman*Ÿ Sh. Rajiv Arora Chairman cumŸ Mg. DirectorŸ Sh. Ritesh Arora Executive Director

* Up to 09.10.2011

B) Particulars of Related Party TransactionsThe following is a summary of significant related party transactions.


Particulars 2011-12 2010-11Rs. Rs.

Audit Fee 200,000/- 175,000/-Tax Audit Fee 40,000/- 25,000/-Auditors Expenses 24,720/- -

Sr. Name of Company/ Nature of 2011-12 DR/ 2010-11 DR/No. Firm/Individual Transaction (Rs.) CR (Rs.) CR

1. Sh. Rajiv Arora, KMP Loan Received 2,891,950.00 CR 18,599,762.00 CRLoan Repaid 1,862,000.00 DR 20,967,644.00 DRDirector's Salary 1,268,000.00 DR 1,268,000.00 DR

2. Sh. Ritesh Arora, KMP Director's Salary 495,000.00 DR 495,000.00 DR

3. Smt. Anita Arora, Others Loan Received 7,475,699.41 CR 10,022,261.00 CRLoan Repaid 9,211,679.41 DR 8,281,281.00 DR

Rent Paid 192,000.00 DR 192,000.00 DR

Payment on - 5000.00their behalf

4. Ritesh Properties & Cheque Payment 525,000.00 DR 300,000.00 DRIndustries Limited Reimbursement 9,019.00 DR 16,096.00 DR

of expensesPurchases - 34,125.00 CR

5. Anita Arora Maximum Cheque Received - 43,118.00 CRDiscount Medical RetailShop, Others

Sales - 9,302.00 DR

26

36. Travelling and Conveyance includes Rs.NIL (Previous year Rs.8,367) being Auditor's expenses.


39. The company is not complying with the provisions of section 383 A of the Companies Act, 1956 regarding the appointment of Company secretary.

40. Expenditure in Foreign Currency on Traveling - Rs. 22525.00 (Previous Year Rs.25680.00)

41. Leases (AS-19) : (Amount in Rupees)

Sr. No. Particulars 31.03.2012 31.03.2011

a. The total of future minimum lease payment under non-cancelable operating leases for each of the following periods :

1. not later than one year; 192,000.00 192,000.002. later than one year and not later Nil Nil

than five year;3. later than five years; Nil Nil

b. Leases payments recognized in the 309,435.00 192,000.00statement of profit and loss for the period, with separate amounts forminimum leases payments.

c. A general description of the lessee's Nil Nilsignificant leasing arrangements

For and on behalf of the Board For Bhushan Aggarwal & Co.(Firm Registration No.005362N)Chartered Accountants



Prop.M.No.084005

sd/- (Rajiv Arora)

Chairman cumMg. Director

sd/-(Ritesh Arora)

Executive Director


27

42. Till the year ended 31.03.2011, the company was using pre-revised Schedule VI to the Companies Act, 1956 for the preparation and presentation of its financial statements. During the year ended 31.03.2012, the revised Schedule VI notified under Companies Act, 1956, has become applicable to Company. The company has reclassified previous year figures to confirm to this year's classification. The adoption of revised Schedule VI does not impact recognition and measurement principles followed by preparation of financial statements. However, it significantly impacts presentation and disclosures made in the financial statements, particularly presentation of balance Sheet.

Signature to Notes 1 to 42

As per our Report of even date attached

Particulars As at31.03.2012 31.03.2011(Rs.in Lacs) (Rs.in Lacs)

i) Due from Related Parties(Included in Loan &Advance & Sundry Debtors)- Kishan Chand & Co. Oil Industries Ltd. 1.29 1.29

ii) Due to Related parties(Included in Current Liabilities& Unsecured Loans)- Ritesh Properties & Industries Ltd. 178.28 183.62- Smt. Anita Arora, Others Nil 17.36- Sh. Rajiv Arora, KMP 10.30 Nil

As at

C) Amount Due From/To Related Parties


28

:

:

:

RITESH INTERNATIONAL LIMITEDRegd. Office: 356, Industrial Area ‘A’, Ludhiana-141003

ATTENDANCE SLIP

Member’s Folio No. : ………………..………………….………..........................................................

Client ID No. : …………………………………………………….…………………………….

DP ID No. : …………………………………………………………….…………………….

Name of the Member …………………………………………………………………………………..

Name of Proxy holder …………………………………………………………………………………..

No of shares held …………………………………………………………………………………..

I hereby record my presence at the 30 th Annual General Meeting of the Company held on Saturday 22nd day of

September, 2012 at 11.00 A.M. at the Registered Office of the Company at 356, Industrial Area ‘A’, Ludhiana-141003

__________________________

Signature of Member/Proxy

NOTES :1. Members/Proxy holders are requested to produce the attendance slip duly signed for admission to the

meeting hall. NO GIFTS/COUPONS SHALL BE DISTRIBUTED AT THE MEETING

--------------------------------------------------------------- CUT HERE -------------------------------------------------------------------

RITESH INTERNATIONAL LIMITEDRegd. Office: 356, Industrial Area ‘A’, Ludhiana-141003

PROXY FORM

Member’s Folio No : ______________________

I/We_________________________ of ___________________________________________ in the district of

____________________________ being a member/members of RITESH INTERNA TIONAL LIMITED, hereby

appoint ______________________________________ of __________________________ in the district of

_________________________ or fail ing him/her __________________________________ of

_____________________________ in the district of _______________________________ as my/our proxy to

vote for me/us on my/our behalf at the 30 th Annual General Meeting of the Company held on Saturday 22nd day of

September, 2012 at 11.00 A.M. at the Registered Office of the Company at 356, Industrial Area ‘A’, Ludhiana-141003

and at any adjournment thereof.

Signed this ______________ day of ________________________ 2012.

Note :1. A Member entitled to attend and vote is entitled to appoint a proxy to attend and vote on poll instead of himself/herself.2. If it is intended to appoint a proxy, the form of proxy should be deposited at the Registered Office of the Company at least 48

hours before the commencement of meeting.

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30th annual report 2011-2012 - bse india

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