AFFLUENCE

BOARD’S REPORT

To                                                                               

The Members                                                                          

Rishabh Instruments Private Limited,                                                                         

Mumbai.                                                                                  

The Directors have pleasure in submitting their Thirty Eighth Annual Report together with the Audited financial statements of the Company for the year ended 31st March, 2021.

1.      FINANCIAL RESULTS                                                                            

The financial performance of the Company for the year ended 31st March, 2021 is summarized as under:  

The Company proposes to transfer Rs. 3.0 MINR out of profits of the Company to general reserves during the financial year.

The company has sufficient internal financial controls for preparing its financial statements.

2.    MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY, HAVING OCCURRED SINCE THE END OF THE YEAR AND TILL THE DATE OF THIS REPORT

No material changes and commitments occurred, affecting the financial position of the Company, between the end of the financial year of the Company i.e. 31st March, 2021 and the date of this report, except changes associated with COVID 19 pandemic.

The operations of your Company were suspended pursuant to the notifications issued by the Government of India and other state governments due to the COVID-19 outbreak. However, the operations resumed in a phased manner in line with the directives from the relevant government authorities. The impact on your Company’s operations due to the COVID-19 outbreak is given under Note 42 of the financial statements.

3.    DIVIDEND                                                                             

To conserve the resources of the Company, Directors do not recommend any dividend for the year on equity shares. The Board of Directors recommends a final dividend of 0.001% on the cumulative convertible preference shares.

4.    FINANCE                                                                                

The Company is very regular in paying interest on working capital loan to the banker.

5.    OPERATIONS AND FUTURE OUTLOOK         

Rishabh has completed the development of 3 - 20 KW Solar Inverters and is in the process of making the body in aluminium to conserve space.

100 KW prototype will be completed by the end of this year. Solar business is still not profitable and we are working on cost reduction to make it profitable.

China acquisition has been a successful acquisition and we have shifted to the independent rented premises. Business should grow by about 50% over the last year.

Many products are developed in R&D - 10 KV Digital Insulation Tester, New Multifunction Meter and Solar Clamp Meter.

6.    SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

The details of the Subsidiary Companies of the Company as on 31st March, 2021 are given below:   

A statement containing the salient features of the financial statement of our subsidiaries in the prescribed format AOC-1 is appended as Annexure-1 to the Board's report. The statement also provides details of performance, financial position of each of the subsidiaries.

7.    DEPOSIT AND LOANS                                                                                   

The Company has neither accepted nor renewed any deposits from public during the financial year. The Company has not accepted any fresh loans from directors or their relatives during the year under review, the details of unsecured loans accepted in previous year are stated under note 7 of the financial statements     

8.    BOARD OF DIRECTORS  & KEY MANAGERIAL PERSONNEL                                                            

The Company has five (5) Directors (including two (2) Nominee Directors) and Company Secretary as on date.

Mr. Rajesh Ramakant Pai resigned as a Nominee Director with effect from 4th September, 2021. The Board expresses its appreciation for the services rendered by Mr. Pai during his tenure as the Nominee Director of the Company.

Mr. Krishnan Ganesan, is appointed as Nominee Director with effect from 4th September, 2021.

Mr. P.K. Ramakrishnan (DIN 00304272) retires by rotation at the ensuing annual general meeting and being eligible, offers himself for reappointment. The Board recommends his reappointment as Director liable to retire by rotation.

During the financial year 2020-21, Seven (7) Board Meetings were held and convened on following dates:

The intervening gap between two meetings was within the period prescribed by the Companies Act, 2013.

The Corporate Social Responsibility Committee met once on 26th March, 2021.

Details of the Board and Committee meetings attended by each Director of the Company is attached as Annexure – 2.

9.    DIRECTORS' RESPONSIBILITY STATEMENT                                                                                                                                               

To the best of their knowledge and belief and according to the information and explanations obtained by them and pursuant to section 134 (5) of the Companies Act, 2013, your Directors state that:

a)        That in the preparation of Annual Accounts, the applicable accounting standards have been followed and that no material departures have been made from the same.                                  

b)        That the directors have selected such accounting policies and applied consistently and prudent judgments and reasonable estimates have been made so as to give a true and fair view of state of affairs of the Company at the end of financial year and of the profit of the Company for that period.                                                                                                                                                     

c)             That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detection of fraud and other irregularities.                                                         

d)        The annual accounts have been prepared on a going concern basis.       

e)        The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

10. AUDITORS                                                                             

Statutory Auditors:        

M/s. Price Waterhouse Chartered Accountants LLP, Chartered Accountants, were appointed as the Statutory Auditors of the Company in the 36th Annual General Meeting held on 29th November, 2019. The said appointment was made for a period of 5 (five) years, i.e., till the conclusion of the 41st Annual General Meeting of the Company. The Company has received a confirmation from the retiring auditors pursuant to Section 139 and 141 of the Companies Act, 2013 and rules framed thereunder, that their appointment is within the limits.

Cost Auditors:

Pursuant to the provisions of Section 148 of the Companies Act, 2013, M/s Hareesh K. Shetty & Co., Cost Accountants were appointed as Cost Auditors of the Company, to conduct the Cost Audit for the year 2020-21.

M/s Hareesh K. Shetty & Co., Cost Accountants have been appointed in the Board meeting held on 4th September, 2021 to conduct the cost audit of the Company for the financial year 2021-2022 pursuant to the Companies (Cost Records and Audit) Rules, 2014 at a remuneration as may be mutually agreed and subject to ratification by members in the ensuing annual general meeting.

Internal Auditors:

As per Section 138 of the Companies Act 2013 and Rule 13(1)(c) of the Companies (Accounts) Rules, 2014, Internal Audit is applicable to the Company and the Company has an internal auditor to conduct internal audit of its functions and activities.

11. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS.

During the year under review, the Company has not received any report from its auditors under section 143(12) of the Companies Act, 2013 and rules made there under involving fraud committed against the company by officers or employees.

12.    COST RECORDS

     The Company has made and maintained the cost records and accounts as required under      

     applicable provisions of sub-section (1) of section 148 of the Companies Act, 2013.

13.  EXPLANATIONS OR COMMENTS ON AUDITORS’ REMARKS, QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE IN THEIR REPORT

There were no qualifications, reservation or adverse remark or disclaimer made by the auditors in their report for the financial year ended 31st March, 2021.

14.  PARTICULARS OF EMPLOYEES        

During the year under review the Company had paid Rs. 1,55,59,333/- to Mr. Narendra Goliya, the details of which as specified under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are as under

15.  DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE   (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is committed to providing a safe and secure environment for its women employees and has formed a committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, no cases were reported to the Committee from its employees (permanent, contractual, temporary, trainees).

16. RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION, CONSERVATION OF ENERGY AND FOREIGN EXCHANGE EARNINGS & OUTGOING

A)   Research & Development

a)             Rishabh R & D has completed development of new state of art multifunction Instrument "RISH LM1380" with measurement of all basic electrical parameters along with the energy measurement (Active Reactive and Apparent) and Individual even and odd harmonics measurement upto 63rd harmonics. Active energy comply to a standard IEC62053-22(Class 0.2s) and IEC61557-12(Class 0.2). LM1380 has Communication interface with either RS485 or Ethernet protocol or both communication protocol combined on single meter. RISH LM1380 has 4 digital Input and 2 Digital output signals along with communication interface. The LM1380 has inbuilt 8 MB memory to log the data in different format Even logging, Time based logging and load profile. 

b)             Rishabh R & D is in process of developing of DIN based multifunction meter with current input option of 1/5A direct current or RJ12 input to interface CT with RJ12 output having current measuring range of upto 800A. The meter with 1/5A can be used with convention CT having 1/5A output. While DIN meter with RJ12 input can be used with RJ12 CT which support the panel builder to reduce wiring cost and labour cost and over all panel size. The RJ12 input plug and play feature helps to avoid wiring connection mistakes by directly benefiting panel builder to increase the production with perfection.

c)         After the successful development and production of 5kV insulation with 8mA noise rejection and 6mA short circuit current, PI, DAR, DD,STEP and RAMP diagnostic tests. The Insulation tester is designed in such a way that it can even work in harsh noisy environments like 765kV substations. It has innovative features like audio read out, TFT touch screen display and graphical representation of data. With its Bluetooth functionality user can monitor and control the instrument remotely which is very helpful from safety point of view to user especially in HV substations. Also the Insulation tester is equipped with internal memory for recording the data and by using USB interface we can download the data and generate reports. Rishabh R&D has started the development of 10kV insulation tester maintaining the features supported in 5kV insulation tester.

d)         After successfully completing the transfer of technology for Grid tie Solar inverters from Gefran, Italy and after developing 25kW & 34kW and 50kW inverter models, the need was felt to introduce higher wattage Inverters. To cater to market needs, Rishabh R&D has started the development of 100kW solar inverter. It will be based on latest IGBT technology along with designing of new housing.

e)             To retain the market leadership position in digital panel meter market the Rishabh R&D has developed compact 48x48 size panel meter supporting both 3 phase and single phase input. The 3 phase input meter support RJ12 three phase current input along with three phase voltage input. While single phase meter has two variant 40A and 60A along with single phase voltage input. The meter has features like limit tripping along with programmable timer output for small automation on user panel with requirement of additional devices. The meter also support RS485 based modbus communication for remote data logging and controlling.

f)       Since Rishabh has CAM switch portfolio and after the understanding the customer issue of connecting external indicator to indicate the phase selected by customer. The connecting external indicator not increased customer wiring, panel size but also created wiring reliability issue. After understanding the exact customer requirement, Rishabh R&D designed innovative CAM switch having inbuilt RED, YELLOW and BLUE colour LED’s to indicate presence of input phases and also provided  output indication to know which phase has been selected. The output indication is in the ring form and changes its colour as per selected phase i.e. RED, YELLOW & Blue. The Rotary switch with innovative inbuilt LED indication is unique solution in the market. The Rotary CAM switch also features low back depth and is very compact as compared to competitors CAM switches. Due to compact CAM switch and elimination of 3 phase indicators on DB box, overall DB box size got reduced which translated in to major cost saving for the end customers.

 B)   Technology Absorption, Adoption

a)      Rishabh R&D always tries to maintain pace with latest technology and this was again proven from the development of Power Clamp meter with Bluetooth interface. The requirement was studied from field when an utility engineer visits the agriculture field he need to verify the HP(Horse Power) of water Pump installed in agriculture field since many time the specification plate of the pump gets damaged and its very difficult to measure the pump HP. Along with the Power Clamp Rishabh provides Bluetooth Printer that can be interfaced with Power Clamp which helps the utility engineer to check the Pump HP and present the result to the owner onsite by printing it with help of Bluetooth printer.

b)      Due to growing market of EV chargers and EV vehicles the requirement for DIN mounted Direct current energy meter is growing, The Direct current energy meter with MID approval is popular in Europe and UK for energy metering. Looking at both the requirement Rishabh R&D has started study and designing of Direct current energy meter. Meter will be designed in two different sizes 2M and 4M as per DIN housing standard. The meter will support both 3 phase and single phase network. Three phase meter will be in 4M size and Single phase meter will be in 2M size. Both the three phase and single phase meter will be available in different variants depending upon maximum current measurement range and communication interface.

Conservation of Energy :

Electricity energy saving is a continuous process & year on year Rishabh is focusing on the same. It is but natural that once the low hanging fruits are gained & other electricity avenues are implemented, further saving becomes more challenging & calls for innovative methods - change of technology.

In this context as Rishabh has already implemented many avenues of energy saving such as Change of lighting from traditional to LED based, implementation of VFD in Mould shop, efficient UPS, Compressors & motors in relevant sections, Timer based scheduling for lighting, AC & other utilities. So last year the focus was on how to find out the optimum energy requirements in the Moulding process. In this context a lot of data was collected & statistical analysis was carried out. 

Finally by using Regression equations for moulds & other guzzlers like heating Oven - Optimum setting parameters were arrived at. Same was implemented & further reduction was achieved in electricity saving.

Apart from that the focus was given on Renewable energy & in this context the Solar power generation of capacity total 240 Kw is installed in the plant.

During the year 2020-21 following areas were identified where major Energy saving can be aimed for:-

A)   Foreign exchange earning & outgo                                                             

  The details of foreign exchange earnings and outgo are given in notes 27, 28 and 30 of the financial statements.

17.  EXTRACT OF ANNUAL RETURN

An annual return as required pursuant to sections 134(3)(a) and 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, shall be made available on the website of the Company at www.rishabh.co.in.

18.  LOANS, GUARANTEES OR INVESTMENTS:

The Company has not granted any loan, given guarantee or made an investment over and above the limits prescribed under section 186 of the Companies Act, 2013, during the Financial Year under review.

19.  SIGNIFICANT OR MATERIAL ORDERS

No regulator or court or tribunal has passed any order impacting the going concern status of the company and its operations in future except the Central Government which ordered a lockdown on 14th April, 2021 for containment of spread of COVID 19 in India. The impact of the same has been given under note 42 of the financial statements.

20.  PARTICULARS OF CONTRACTS OR ARRANGMENTS WITH RELATED PARTIES                                                                                         

All contracts / arrangements / transactions entered by the Company during the financial year with related parties are in compliance with the applicable provisions of the Act. All Related Party Transactions are placed before the Board of Directors for approval.                                  

Particulars of Contracts or Arrangements with Related parties referred to in Section 188(1) in Form No. AOC- 2 of the Companies (Accounts) Rules, 2014 is enclosed as Annexure- 3.

21. VIGIL MECHANISM

The Company has complied with the provisions of Section 177(9) of the Companies Act 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules 2014.

22.  CORPORATE SOCIAL RESPONSIBILITY (CSR)                                                      

Pursuant  to  the  provisions  of  section  135  and  schedule VII  of  the Companies Act,  2013, CSR  Committee of  the Board of Directors was formed  to recommend (a)  the policy on Corporate Social Responsibility (CSR) and (b) implementation of the CSR Projects or Programs to be undertaken by  the Company as per CSR Policy for consideration and approval by the Board of Directors.

The contents of the CSR Policy can be viewed on the Company’s website.

The company had to incur an expenditure of 2% of Average profit of last 3 years amounting to Rs.24.57 Lakhs for the financial year 2020-21. The company incurred Rs. 30.85 lakhs on CSR activities, which exceeds the total prescribed amount.

The Annual Report on CSR in the prescribed format of the Companies (Corporate Social Responsibility) Rules, 2014 is enclosed as Annexure-4

23.  COMPLIANCES OF SECRETARIAL STANDARDS

The Company has complied with the applicable secretarial standards required under section 118 of the Companies Act, 2013.

24. ACKNOWLEDGEMENTS                                                                     

The Directors take this opportunity to place on record their appreciation of the dedication and sense of commitment shown by the employees at all levels and acknowledge their contribution towards sustained progress and performance of the Company.                                                                                      

The Directors also acknowledge with gratitude the co-operation and assistance received from the Company's Bankers and Government Authorities.                                                                        

For and on behalf of the Board of Directors                                                                                   

Narendra J. Goliya                                                                            

Chairman & Managing Director                                                                               

DIN 00315870

Address:'Rishabh Enclave'

Plot No. 5/6/7 S.N.42/2,

Anandwalli, Nashik 422013

Place : NASIK                                                                          

Date : 12.11.2021

RISHABH INSTRUMENTS PRIVATE LIMITED

ANNEXURE – 2 TO BOARD’S REPORT

Details of the Board and Committee meetings attended by each Director of the Company during the financial year 2020-2021

For RISHABH INSTRUMENTS PRIVATE LIMITED

Narendra Goliya                                                                                

Chairman & Managing Director

DIN 00315870

Address: 'Rishabh Enclave'

Plot No. 5/6/7 S.N.42/2,

Anandwalli, Nashik 422013

Date: 12.11.2021

Place: Nasik

ANNEXURE 4 - TO BOARDS’ REPORT

Annual Report on Corporate Social Responsibility (CSR) activities for the financial year 2020-21

1.    Brief outline of Company’s CSR policy

The Company has adopted CSR Policy. The Company's CSR Policy directs activities to be undertaken in line with Schedule VII of the Companies Act, 2013. The Policy can be referred in detail on the company’s website on the following link: www.rishabh.co.in.

2.    Average net profit of the company for last three financial years: Rs. 12,28,88,066/-

3.    Prescribed CSR Expenditure (two per cent of the amount as in item 3 above):              Rs 24,57,761/-

4.    Details of CSR spent during the financial year.

(a)     Total amount to be spent for the financial year – Rs 24,57,761/- (actual spent Rs. 30,85,056/-)

(b)    Amount unspent, if any – NIL

(c)     Manner in which the amount spent during the financial year is detailed below.

DETAILS OF AMOUNT SPENT ON CSR ACTIVITIES DURING THE FINANCIAL YEAR 2020-2021

5.    Responsibility Statement

The Responsibility Statement of the Corporate Social (CSR) Committee of the Board of Directors of the Company, is reproduced below:

‘The implementation and monitoring of Corporate Social Responsibility (CSR) Policy, is in compliance with CSR objectives and policy of the Company.’

For RISHABH INSTRUMENTS PRIVATE LIMITED

 Place : NASIK

 Date  : 12.11.2021

FINANCIAL RESULTS The financial performance of the Company for the year ended 31st March, 2021 is summarized as under: Particulars Current year (MINR) Previous Year(MINR) Total Net Sales 1274 1375 Profit before Tax 175 171 Profit after Tax 120 124 The Company proposes to transfer Rs. 3.0 MINR out of profits of the Company to general reserves during the financial year. The company has sufficient internal financial controls for preparing its financial statements.

Conservation of Energy : Electricity energy saving is a continuous process & year on year Rishabh is focusing on the same. It is but natural that once the low hanging fruits are gained & other electricity avenues are implemented, further saving becomes more challenging & calls for innovative methods - change of technology. In this context as Rishabh has already implemented many avenues of energy saving such as Change of lighting from traditional to LED based, implementation of VFD in Mould shop, efficient UPS, Compressors & motors in relevant sections, Timer based scheduling for lighting, AC & other utilities. So last year the focus was on how to find out the optimum energy requirements in the Moulding process. In this context a lot of data was collected & statistical analysis was carried out. Finally by using Regression equations for moulds & other guzzlers like heating Oven - Optimum setting parameters were arrived at. Same was implemented & further reduction was achieved in electricity saving. Apart from that the focus was given on Renewable energy & in this context the Solar power generation of capacity total 240 Kw is installed in the plant. During the year 2020-21 following areas were identified where major Energy saving can be aimed for:- Energy Saving details in the year 2020-21 Sr. No. Area Avenue Action Taken Saving Achieved (consumption units) 1 Mould Shop 60TR In this context a lot of data was collected & statistical analysis was carried out 3641 2 Mould Shop NISHI 110 tr Made new multi cavity mould's 13420 3 Mould Shop Running furnace (CT CORE) Instead of running furnace by six days we utilized the furnace only by four days by dumping the stock 3908 4 F-31 PLANT New Solar System Installed 118 KVA Solar System 44586 Total 65555

Technology Absorption, Adoption Rishabh R&D always tries to maintain pace with latest technology and this was again proven from the development of Power Clamp meter with Bluetooth interface. The requirement was studied from field when an utility engineer visits the agriculture field he need to verify the HP(Horse Power) of water Pump installed in agriculture field since many time the specification plate of the pump gets damaged and its very difficult to measure the pump HP. Along with the Power Clamp Rishabh provides Bluetooth Printer that can be interfaced with Power Clamp which helps the utility engineer to check the Pump HP and present the result to the owner onsite by printing it with help of Bluetooth printer. Due to growing market of EV chargers and EV vehicles the requirement for DIN mounted Direct current energy meter is growing, The Direct current energy meter with MID approval is popular in Europe and UK for energy metering. Looking at both the requirement Rishabh R&D has started study and designing of Direct current energy meter. Meter will be designed in two different sizes 2M and 4M as per DIN housing standard. The meter will support both 3 phase and single phase network. Three phase meter will be in 4M size and Single phase meter will be in 2M size. Both the three phase and single phase meter will be available in different variants depending upon maximum current measurement range and communication interface.

Foreign exchange earning & outgo The Company continues to be a net foreign exchange earner during the year. Total foreign exchange earned by the Company during the year under review was Rs. 58.55 Crores, compared to Rs. 59.63 Crores during the previous year. Total foreign exchange outgo during the year was Rs. 29.42 Crores as compared to Rs. 29.87 Crores in previous Year. The details of foreign exchange earnings and outgo are given in notes 27, 28 and 30 of the financial statements.

DIRECTORS' RESPONSIBILITY STATEMENT To the best of their knowledge and belief and according to the information and explanations obtained by them and pursuant to section 134 (5) of the Companies Act, 2013, your Directors state that: That in the preparation of Annual Accounts, the applicable accounting standards have been followed and that no material departures have been made from the same. That the directors have selected such accounting policies and applied consistently and prudent judgments and reasonable estimates have been made so as to give a true and fair view of state of affairs of the Company at the end of financial year and of the profit of the Company for that period. That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detection of fraud and other irregularities. The annual accounts have been prepared on a going concern basis. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.