riteshsh. bharti bhushan jindal has resigned from the directorship of the company w.e.f. 01.08.2011...

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RITESHINTERNATIONAL LIMITED

MANAGEMENTBOARD OF DIRECTORS

Chairman Sh. Pran Arora

Managing Director Sh. Rajiv Arora

Executive Director Sh. Ritesh Arora

Directors Sh. Raghunath NayyarSh. Raj Kumar SoodSh. Ashok Kumar Mehta

Auditor M/s. Bhushan Aggarwal & Co.678, Aggar NagarLudhiana-141012

Bankers ING Vysya Bank Ltd630,Gurdev Nagar, LudhianaAllahabad BankClock Tower, LudhianaOriental Bank of CommerceCheema Chowk, Ludhiana.

Works Momnabad Road.Akbarpura, Ahmedgarh,Distt-Sangrur (Punjab)

Registered Office 356, Industrial Area-A,Ludhiana-141003

29th ANNUAL GENERAL MEETING CONTENTS PAGE NO. Day : Monday Date: 26th September,2011 Time: 11.00 A.M

Place: 356, Industrial Area-A,

Ludhiana-141003

Notice 1

Directors’ Report 3

Management Discussion & Analysis 6

Corporate Governance Report 7

Auditors’ Report 12

Balance Sheet 15

Profit & Loss Account 16

Notes on Accounts 22

Cash Flow Statement 26

Balance Sheet Abstract 27

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NOTICE

NOTICE is hereby given that the 29th Annual GeneralMeeting of the Members of Ritesh International Limitedwill be held on Monday, 26th day of September, 2011 at11.00 A.M at the Registered office of the company at356, Industrial Area-A, Ludhiana-141003 to transact thefollowing business:

ORDINARY BUSINESS

1. To receive, consider and adopt the Audited BalanceSheet of the Company as at 31st March 2011 andProfit & Loss Account for the year ended on thatdate along with the Reports of the Auditors and theDirectors thereon.

2. To appoint a Director in place of Sh. Raj KumarSood, who retires by rotation and being eligibleoffers himself for re-appointment.

3. To appoint Auditors for the year 2011-2012 and to fixtheir remuneration.

M/s Bhushan Aggarwal & Co., CharteredAccountants, Ludhiana, the retiring Auditors beingeligible offer themselves for re-appointment.

SPECIAL BUSINESS

4. To consider and if thought fit, to pass, with or withoutmodification(s), the following resolution as anOrdinary Resolution:

"RESOLVED THAT pursuant to the provisions ofSection 257 and other applicable provisions(including any modification or re-enactment thereof),if any, of the Companies Act, 1956, Sh. RaghunathNayyar who was appointed as an Additional Directorin the meeting of the Board of Directors held on01.08.2011 and whose term expires at the ensuingAnnual General Meeting of the company and forthe appointment of whom the Company hasreceived a notice in writing proposing his

candidature for the office of the Director be and ishereby appointed as a Director of the Companywhose period of office will be liable to determinationby retirement of directors by rotation".

"RESOLVED FURTHER THAT board of directors beand are hereby severally authorized to do all theacts, deeds and things which are necessary to giveeffect to the above said resolution."

By Order of the BoardFor Ritesh International Limited

Place : Ludhiana sd/-Dated : 30.08.2011 (Pran Arora)

Chairman

NOTES:

i) A member entitled to attend and vote at the meetingis entitled to appoint a proxy to attend and voteon poll instead of himself/herself and the proxyneed not be a member of the Company. ProxyForm in order to be effective must be received atthe registered office of the Company not less than48 hours before the commencement of themeeting. The blank copy proxy form is enclosedherewith.

ii) The register of members and the share transfer bookof the company will remain closed from 24th

September, 2011 to 26th September, 2011 (both daysinclusive).

iii) Any member of the company on demand shall beentitled to be furnished free of cost, a copy of theBalance Sheet of the company and of everydocument required by the law to be annexed theretoincluding the Profit & Loss Account and the Auditor'sReport. Copies of these documents will also be keptopen for 21 days before the date of the meeting.

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

v) Members/proxies are requested to bring theirattendance slips sent herewith duly filled in forattending the meeting.

vi) Any queries regarding the Annual Accounts orotherwise must be sent to Registered Office of theCompany at least 10 days before the date of meeting.

EXPLANATORY STATEMENT PURSUANT TO SECTION173(2) OF THE COMPANIES ACT, 1956.

Item No. 4

Sh. Raghunath Nayyar was an additional Directorappointed by the board of directors with effect from01.08.2011. Under provisions of Section 260 of theCompanies Act, 1956, Sh. Raghunath Nayyar will holdthe office upto the date of 29th Annual General Meeting.Notice in writing under Section 257 of the CompaniesAct, 1956 has been received along with necessarydeposit from a member signifying his intention topropose the appointment of Sh. Raghunath Nayyar as aDirector at the 29th Annual General Meeting. This ordinaryresolution is submitted to the members for approval.

Sh. Raghunath Nayyar is interested in the resolution asit concerns his appointment. No other Director is directlyor indirectly concerned or interested in this resolution.

Information pursuant to Corporate Governance Clauseof the Listing Agreement regarding Directors seekingappointment/re-appointment.

Name of Director Raj Kumar Sood

Date of Birth 21.08.1942

Date of 31.12.2005AppointmentExpertise He has a experience of 40 years

in the fields of accounts, VAT &income tax.

Qualification Graduate

Directorships of Nilother Companiesas on 31st March, 2011Chairmanships/ NilMemberships ofCommittees of otherCompanies as on31st March, 2011No. of shares held Nilas on 31st March 2011Relationship with Not related to any directorother Directors



Chairman

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DIRECTORS’ REPORTDear Members,

Your Directors have the pleasure in presenting the29th Annual Report of the Company together with theAudited Accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS Amount (Rs. in Lacs)Particulars 2010-11 2009-10Operating income 2390.70 1360.80Profit/(Loss) before Depreciation 117.00 97.20Less: Depreciation 55.13 53.26Profit/(Loss) for the year before Tax 61.86 43.94Less: Provision for taxation 1.35 –Profit/(Loss) after Tax 60.51 43.94

OPERATIONAL REVIEW

During the year under review your company's operatingincome was of Rs. 2390.70 lacs. The company hasearned a profit of Rs. 60.51 lacs during the periodunder review.

As approved by the shareholders in the Annual GeneralMeeting of the company held on 24th day ofSeptember, 2010 the company has started itsbusiness of manufacturing of textiles goods and thecompany operating income was Rs. 55.44 lacs andincurred a loss of Rs. 6.02 lacs from textile businessduring the year under review.

DIRECTORS

Mr. Raj Kumar Sood, Director of the Company whoretires by rotation at the ensuing Annual GeneralMeeting and being eligible offers himself for re-appointment.

Sh. Raghunath Nayyar has been appointed as anadditional director of the company w.e.f. 01.08.2011.

Sh. Bharti Bhushan Jindal has resigned from thedirectorship of the company w.e.f. 01.08.2011 andthe board place on record its appreciation for the

services rendered by Sh. Bharti Bhushan Jindal duringhis tenure as the director of the company.

DIVIDEND

In the absence of adequate profits during the yearunder review your directors do not recommendedany dividend to the shareholders.

PUBLIC DEPOSITS

The Company has not accepted any deposits duringthe year under review.

AUDITORS

The auditors, M/s Bhushan Aggarwal & Co.,Ludhiana, retire at the conclusion of this AnnualGeneral Meeting and being eligible, offer themselvesfor reappointment. They have furnished a certificateto the effect that the re-appointment if made shallbe in accordance with Section 224(1B) of theCompanies Act, 1956. As regards Auditor'sobservation, the relevant notes on the accounts areself-explanatory and therefore do not call for anyfurther comments.

DIRECTORS RESPONSIBILTY STATEMENT

Pursuant to the provisions of Section 217(2AA)of the Companies Act, 1956 and forming part ofthe Directors Report for the year ended 31st

March, 2011.

i. That in preparation of the annual accounts, theapplicable accounting standards had beenfollowed along with proper explanation relatingto material departures.

ii. That the Directors had selected such accountingpolicies and applied them consistently and madejudgments and estimates that are reasonableand prudent so as to give a true and fair view ofthe state of affairs of the Company as at 31st

March, 2011 and other Statements of Accountsof the Company for the year ended 31st March,2011.

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iii. That the Directors had taken proper and sufficientcare for the maintenance of adequate accountingrecords in accordance with the provisions of theCompanies Act, 1956 in safeguarding the assetsof the Company and for preventing and detectingfraud and other irregularities.

iv. That the Directors had prepared the annualaccounts on a going concern basis.

COMPOSITION OF AUDIT COMMITTEE

The composition of the Audit committee as on 31st

March 2011 is as under:

-Sh. Pran Arora

- Sh. Rajiv Arora

- Sh. Ashok Kumar Mehta

COMPOSITION OF REMUNERATION COMMITTEE

The composition of the Remuneration committee ason 31st March 2011 is as under:

- Sh. Pran Arora

- Sh. Bharti Bhushan Jindal

- Sh. Ashok Kumar Mehta

PAYMENT OF LISTING FEE:

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

MANAGEMENT DISCUSSION AND ANALYSISREPORT

Mangement Disscussion and Analysis Report as perClause 49 of the lisiting agreement are given in theAnnexure forming part of this Report.

CORPORATE GOVERNANCE REPORT

Corporate Governance Report as per Clause 49 ofthe lisiting agreement is given in the Annexure formingpart of this Report.

CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION, FOREIGN EXCHANGE EARNINGAND OUTGO

Information as per Section 217(1) (e), read withCompanies (Disclosure of Particulars in the reportof Board of Directors) Rules, 1988 are given in theAnnexure forming part of this Report.

PERSONNEL

The Management-Employees relations remained verycordial throughout the year. Your Directors wish toplace on record their appreciation of sincere anddevoted services rendered by all the workers and staffat all levels.

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

There was no employee who falls under Section217(2A) of the Companies Act, 1956 read withCompanies (Particulars of Employees) (Amendment)Rules, 2002.

ACKNOWLEDGEMENTS

Your Directors acknowledge with gratitude, thecontinuing co-operation and assistance rendered byFinancial Institutions, Banks, Government Agencies,Suppliers and other organization in the working ofthe Company.

For and on behalf of the Board

For Ritesh International Limited


Chairman

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INFORMATION AS PER SECTION 217(1) (e) READ WITH COMPANIES (DISCLOSURE OF PARTICULARSIN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988 AND FORMING PART OF THE DIREC-TORS' REPORT FOR THE YEAR ENDED 31ST MARCH 2011.

I. CONSERVATION OF ENERGY

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

A. POWER AND FUEL CONSUMPTION

Particulars Units 2010-2011 2009-20101. Electricity

a) PurchasedUnits (in lacs) kwh 15.78 13.99Total Amount Rs. in lacs 88.41 74.91Rate/unit Rs./kwh 5.60 5.36

b) [Own Generationi) Through Diesel Generator

Units (in Lacs) kwh 0.28 0.12Units/litre of diesel kwh 4.50 4.86Cost/Unit Rs./kwh 8.00 7.20

ii) Through Steam TurbineGenerator – –Units (in Lacs) – –Units/tonne of Steam – –Cost/Unit – –

2. Coal (Steam)Quantity (Tonnes) – –Total Cost (Rs. in lacs ) – –Average Rate (Rs.) – –

3. Furnace OilQuantity (Ltr.) – –Total Amount – –Average Rate – –

4. Other/ Internal GenerationQuantity – –Total Cost – –

B. CONSUMPTION PER UNIT OF PRODUCTION/PRODUCT*Product – –Electricity – –Furnace oil – –Coal – –Others – –

a) Energy Conversation measures taken.

Efforts are made to reduce energy consumption

b) Additional investment and proposal, if any being implemented for reduction or conversation of energy.

NA

c) Impact of the measures at (a &b) above for reduction of energy consumption and consequent impact on the cost of production of goods.

Energy Consumption has reduced

*In view of various items produced/manufactured, itis not possible to give the required information.II. TECHNOLOGY ABSORPTION

The Company does not depend on foreigntechnology for the production of Steric Acid,Industrial hard oil, Fatty acid etc. In fact, theCompany 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 offinished products, quality of existing products andthus catering to the ever changing marketrequirements

B. Benefits derived as a result of above R & D.R & D efforts have helped to bring out animprovement in processes, products andoperating efficiencies. Significant improvement inproduct quality, material and plant utilizationachieved.

C. Future plan of actionCompany plans to develop new types of productsand achieve quality standards with the additionaladvantage of reduction in cost by conducting R& D.

D. Expenditure on Research and DevelopmentResearch and Development is carried out by theconcerned Departments and the expensesincurred are booked under general accountingheads and no separate accounts are maintained.

III. FOREIGN EXCHANGE EARNINGS ANDOUTGOa. Activities relating to exports, initiatives taken

to increase export markets for products andservices and export plans. NA

b. Total Foreign Exchange used and earned:(Rs. in lacs)

Particulars 2010-2011 2009-2010Used 0.26 –Earned – –


sd/-Place : Ludhiana (Pran Arora)Dated : 30.08.2011 Chairman

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MANAGEMENT DISCUSSION AND ANALYSIS REPORT

INDUSTRY STRUCTURE AND DEVELOPMENTS:

The Rubber and PVC industry is growing at a fasterpace. Our product range includes Stearic acid, FattyAcids; the ultimate users of our products are Rubberand PVC industries. Therefore the demand of ourproducts is set to grow at much faster rate. Yourcompany is trying its best to increase the marketshare of its products and to economize its production.

Opportunities and Threats

OPPORTUNITIES

Production of Rubber and PVC industry is increasingday by day because of demand of Rubber and PVCand its allied products. Since our products are mainlyconsumed by these industries, demand of ourproducts is also set to increase.

THREATS

There is lot of competition in the market in thissegment and continuous increases in raw materialcost are main threats.

OUTLOOK

The prospects of oil industry for the fiscal year2011-12 seem bright and encouraging. TheGovernment is all set to decrease the custom dutyon imported raw material, which is mainly oil.Therefore cost of imported raw material shall be lessas compared to raw material procured indigenously.Demand and market acceptance of our product isvery good and in future also management is optimisticabout the prospects of the company

RISK AND MANAGEMENT PERCEPTION

The operations of your company are subject to generalbusiness risks and competition in the industry, whichcan effect the growth of the company. Your companycontinuously updates its systems and procedures toreduce uncertainties and risks and explore newmarket to cope with the competition.

INTERNAL CONTROL AND THEIR ADEQUACY

The Company has adequate system of internal controland internal audit system and management hasaccess 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, whichperiodically review the internal control system.

Financial performance with respect tooperational performance

The Company has earned a profit of Rs 60.51 lacsduring the year under review.

Material development in Human Resources andIndustrial Relation front, including no. of peopleemployed

Industrial relations remained cordial and harmoniousduring the year under review and there was no workingday loss due to any adverse activities.

The company had employed 118 persons as on 31st

March, 2011.

Cautionary statement

Statement in the management discussion andanalysis describing the company's objectives,estimates, projections and expectation may beforward looking statements within the meaning ofapplicable laws and regulations. Actual results coulddiffer materially due to economic conditions effectingdemand, supply, prices, changes in governmentpolicies, tax laws and other incidental factors.

For & on behalf of the Board


sd/-

Place : Ludhiana (Pran Arora)

Dated : 30.08.2011 Chairman

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The Company's commitment to good CorporateGovernance remains a steadfast policy. TheCompany adheres to the best of business ethicsand continues to serve its shareholders to thebest of its abilities.

1. Board of Directors

a) Size and composition of the Board

The Company has a strong and broad-basedBoard consisting of six Directors with adequate

CORPORATE GOVERNANCE REPORT

Independent Director means a non-executive Directorwho apart from receiving Director's remuneration doesnot have any other material pecuniary relationshipsor transactions with the Company, its promoters, itsmanagement or its subsidiaries, which may affectindependence of the Directors.

None of the Directors is a member of more than 10Board level Committees or a Chairman of more than5 such Committees as required under Clause 49 ofthe Listing Agreement.

Name Designation Category Number of Number of Number ofDirectorships Board Board

held # Committee CommitteeMembership Chairmanships

held @ held @Sh Pran Arora Chairman Promoter 6 6 1Sh Rajiv Arora Managing Director Promoter 4 3 2Sh. Ritesh Arora Executive Director Promoter 1 - -Sh B.B. Jindal$ Director Independent 2 - -Sh. R. K. Sood Director Independent 1 - -Sh Ashok Kumar Director Independent 1 3 -MehtaSh. Raghunath Director Independent 1 - -Nayyar*

blend of professionals, executive, non-executiveand independent Directors. The Composition ofthe Board of Directors comprises of eminent anddistinguished personalities, two of which isexecutive Directors and four non-executiveDirectors. The Company is having a non-executive Chairman and majority of Directors onthe Board are independent. The details of thecomposition of the Board, number of Directorships& Committee positions held by each of theDirectors are given hereunder:

# including Ritesh International Limited @ Board Committee for this purpose includes Audit Committee, Remuneration Committeeand Share Transfer & Shareholder' Grievance Committee (including Board Committees of Ritesh International Limited)$ resigned w.e.f. 01.08.2011* appointed w.e.f. 01.08.2011 b) Number of Board Meetings

During the year under review, Nine BoardMeetings were held on the following dates:

Date of Board Board Strength Number ofMeeting Directors present

April 15, 2010 6 4April 20, 2010 6 5May 15, 2010 6 6August 9, 2010 6 5August 25, 2010 6 4October 9, 2010 6 6November 15, 2010 6 6November 16, 2010 6 5February 15, 2011 6 4

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Committee. The Board is responsible forconstituting, assigning, co-opting and fixing theterms of reference for the committees.Recommendations/decisions of the committeeare submitted to the Board for approval. Thequorum for meetings is either two members orone third of the members of the committees,whichever is higher.

AUDIT COMMITTEE

The Audit Committee consists of Sh. Pran Aroraas Chairman, Sh. Rajiv Arora and Sh. AshokKumar Mehta as members. The committee metfive times during the last year on 15th May 2010,9th August 2010, 25th August 2010, 15th November2010 and 15th Febraury 2011 the details of whichis as under:

Name of the Director No. of MeetingsHeld Attended

Sh Pran Arora 5 5Sh Rajiv Arora 5 5Sh Ashok Kumar Mehta 5 5

No sitting fee was paid during the year for attendingmeetings of Audit Committee.SHARE TRANSFER & SHAREHOLDERS'/INVESTORS' GRIEVANCE COMMITTEEThe Share Transfer committee consists of Sh. PranArora, Sh. Rajiv Arora and Sh. Ashok Kumar Mehtaas members. The details of the meetings is as under:

Director Position No of Meetingsheld in thecommittee Held Attended

Sh Pran Arora Chairman 21 18Sh Rajiv Arora Member 21 21Sh Ashok K. Mehta Member 21 20

No sitting fee was paid during the year for attendingmeetings of Share Transfer & Shareholders' /InvestorsGrievance Committee.No investor grievance was pending as on March 31, 2011.CODE OF CONDUCTThe Board has laid down a code of conduct for allBoard members and Senior Management of theCompany. All Board Members and SeniorManagement Personnel have complied with the Codeof Conduct. Declaration to this effect signed by theManaging Director is enclosed with this AnnualReport.

c) Directors’ Attendance Record anddirectorships heldThe following table gives details of the Directors'Attendance Record at the Board Meetings:

Name of the Director Number of BoardMeetings

Held AttendedSh. Pran Arora 9 6

Sh. Rajiv Arora 9 9

Sh. B.B. Jindal 9 6

Sh. R.K. Sood 9 8

Sh. Ashok Kumar Mehta 9 8

Sh. Ritesh Arora 9 8

Sh. Rajiv Arora, Managing Director, Sh. B.B.Jindal and Sh. Ashok Kumar Mehta, Directorswere present at the Annual General Meeting ofthe Company held on Friday, 24th day ofSeptember, 2011 at 356, Industrial Area-A,Ludhiana-141003.

d) Materially significant related partytransactionsRelated Parties and transactions with them asrequired under Accounting Standard 18 (AS-18)are furnished under paragraph no. 12 of the Notesto the Accounts attached with the financialstatements for the year ended March 31, 2011.

The transactions with the related parties areneither materially significant nor they have anypotential conflict with the interests of theCompany at large. Also there has not been anynon-compliance by the Company in respect ofwhich penalties or strictures were imposed byStock Exchange, SEBI or by any other statutoryauthority during the period under review.

e) Remuneration of DirectorsSh. Rajiv Arora, Managing Director and Sh. RiteshArora, Executive Director has been paid aremuneration Rs.12,00,000/- and 4,59,000/-respectively during the year under review. NoSitting fee was paid during the year under reviewto any director for attending the Board/CommitteeMeetings.

2. BOARD COMMITTEESThe Board has constituted the Audit Committee,the Shareholders'/Investors' Grievance and ShareTransfer Committee and Remuneration

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3. SHAREHOLDERSa) Disclosures regarding appointment or re-

appointment of DirectorsAccording to the Articles of Association ofthe Company, one third of such of theDirectors for the time being are liable to retireby rotation shall retire and, if eligible, offerthemselves for re-election at the AnnualGeneral Meeting. Accordingly, Sh Raj kumarSood retires by rotation in the ensuing AnnualGeneral Meeting. The Board hasrecommended the re-election of all theseDirectors to the shareholders.

b) Communication to ShareholdersThe quarterly, half yearly and annual resultsare generally published in Business Standardand Desh Sewak.

c) Compliance OfficerSh. Rajiv Arora, Managing Director is theCompliance Officer of the Company. He canbe contacted for any investors relatedmatter relating to the Company.His contact nos. are 91-01675-240321, FaxNo. is 91-01675-240372, e-mail ID [email protected] and

d) General Body MeetingsThe last three Annual General Meetings wereheld as per the details given below:

e) Postal BallotDuring the year under review, the Companyhas not passed any resolution through postalballot.

4. GENERAL SHAREHOLDERS INFORMATION

The following information would be useful to our

shareholders:

a) Annual General Meeting

Date & Time 26th day of September 2011

at 11.00 AM

Venue At registered office of the

company at 356, Industrial

Area-A, Ludhiana-141003

Financial Year 1st April 2010 to 31st March 2011

b) Date of Book Closure:

24th day of September, 2011 to 26th day of

September, 2011 (both days inclusive)

c) The shares of the Company are listed onthe following Stock Exchanges:

Name and Address of Stock Exchanges

The Stock Exchange, Mumbai

Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai.

The Delhi Stock Exchange Limited

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

d) Registrar & Transfer AgentSkyline Financial Services Private Limited

D-153-A, First Floor

Okhla Industrial Area

Phase-I, New Delhi- 110020

Phones: 011-30857575 (10 Lines)

Fax: 011-30857562

e-mail: [email protected]

e) Market price dataMonthly high and low prices of equity shares

of Ritesh International Limited at the Stock

Exchange, Mumbai (BSE) in comparison to

Year Venue Date & Time

2009-2010 356, Industrial Area ‘A’ Ludhiana-141011

24th September 2010 at 11:00 A.M

2008-2009 Ritesh Premises Focal Point, Phase VIII, Chandigarh Road, Ludhiana-141011

29th September,2009 at 11:00 AM

2007-2008 Ritesh Premises, Focal Point, Phase-VIII, Chandigarh Road, Ludhiana - 141011

18th September 2008 at 11.00 AM

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sensex are given hereunder:

Source: www.bseindia.comf) Share transfers

Share transfers are done by the Company'sRegistrar and Share Transfer agents SkylineFinancial Services Private limited, New DelhiShare transfers are registered and returnedwithin a period of 15 days from the date ofreceipt. Share Transfer Committee met 21times and 8,910 shares were transferred and41,600 shares were dematerialized during theyear under review.

g) Distribution of ShareholdingAs on March 31, 2011 the distribution ofshareholding was as follows:

Share holding of Shareholders No. of Share heldNominal value of Rs.

Upto 5000 8820 84.78 17859320 20.88

5001 to 10000 1045 10.05 7996890 9.35

10001 to 20000 339 3.26 4898310 5.73

20001 to 30000 75 0.72 1880760 2.20

30001 to 40000 27 0.26 924250 1.08

40001 to 50000 10 0.10 461000 0.54

50001 to 100000 42 0.40 3130600 3.661000001 And 45 0.43 48377090 56.56

above

Total 10403 100.00 85,52,8220 100.00

h) Dematerialization of Shares63.68% of Equity Shares of the Companyare in dematerialized form as on 31st March,2011. The shares of the company areavailable for dematerialization with both thedepositories i.e. NSDL and CDSL vide ISINNo. INE 534D01014.

i) Outstanding Convertible InstrumentsThe Company has no outstanding convertibleinstruments.

j) Address for CorrespondenceRitesh International Limited,356, Industrial Area -A,Ludhiana -141003Ph.: 0161-5000666

Number % Rs. %

BSE

Share Prices Sensex

Month High Low

Volume High Low

April, 2010 5.14 4.03 36047 18047.86 17276.80

May, 2010 5.51 4.76 21318 17536.86 15960.15

June, 2010 6.20 5.02 22619 17919.62 16138.39

July, 2010 7.20 5.52 42726 18237.56 17395.58

August, 2010 7.86 6.23 37490 18475.27 17819.99

September, 2010 8.73 6.49 65344 20267.98 18027.12

October, 2010 8.89 7.01 20732 20854.55 19768.96

November, 2010 9.35 6.50 39545 21108.64 18954.82

December, 2010 7.75 6.06 8372 20552.03 19074.57

January, 2011 8.90 7.25 15288 20664.80 18038.48

February, 2011 8.33 6.59 11352 18690.97 17295.62

March, 2011 8.10 6.37 15989 19575.16 17792.17

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STATUTORY AUDITOR’S CERTIFICATE ON COMPLIANCE OF CORPORATE GOVERNANCEToThe Members ofRitesh International LimitedWe have examined the compliance of the conditions of the Corporate Governance by Ritesh International Limited for the yearended 31st March 2011, 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 toreview of the procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions ofCorporate 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 representationmade by the Directors and Management, we certify that the Company has complied with the conditions of the CorporateGovernance 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 recordsmaintained 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 oreffectiveness with which the Management has conducted the affairs of the Company.

For Bhushan Aggarwal & Co.Chartered Accountants

sd/-Place : Ludhiana (S.B. Aggarwal)Dated : 30.08.2011 Prop.

M.No. 084005

CHIEF EXECUTIVE OFFICER (CEO) CERTIFICATIONI Rajiv Arora, Managing Director of Ritesh International Limited, certify that:

1. I have reviewed the financial statements and the cash flow statement for the year ended 31st March, 2011 and that to the bestof 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 thedesign or operation of internal controls, if any, of which I am aware and the steps I have taken or purpose to take to rectifythese deficiencies.

4. I have indicated to the auditors and the Audit Committeea) 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, andc) 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 financial year 31st March, 2011.


sd/-Place : Ludhiana (Rajiv Arora)Dated : 30.08.2011 Managing Director

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ToThe Members ofRitesh International Limited,Ludhiana.

We have audited the attached Balance Sheet ofRitesh International Limited, Ludhiana as at 31st March2011 and also the Profit & Loss Account for the yearended on that date Annexed thereto and the CashFlow Statement for the year ended on that date. Thesefinancial statements are the responsibility of theCompany's Management. Our responsibility is toexpress opinion on these financial statements basedon our audit.

We conducted our audit in accordance with AuditingStandards generally accepted in India. ThoseStandards require that we plan and perform the auditto obtain reasonable assurance about whether thefinancial statements are free of material mis-statement. An audit includes examining, on a testbasis, evidence supporting the amounts anddisclosures in the financial statements. An audit alsoincludes assessing the accounting principles usedand significant estimates made by management, aswell as evaluating the overall financial statementpresentation. We believe that our audit provides areasonable basis for our opinion.

We report that:

1. As required by Companies (Auditors' Report)Order, 2003 issued by the Central Governmentof India in terms of Section 227(4A) of theCompanies Act, 1956, we annex hereto astatement on the matters specified in paragraphs4 & 5 of the said order.

2. Further to our comments in the Annexure referredto in paragraph (1) above, we report as under:

(a) We have obtained all the information andexplanations which to the best of our knowledgeand belief were necessary for the purpose of ouraudit;

(b) In our opinion, proper books of accounts asrequired by law have been kept by the Companyso far as appears from our examination of thebooks;

(c) The Balance Sheet and Profit & Loss Account,referred to in this report, are in agreement withthe books of accounts;

(d) On the basis of written representations receivedfrom the Directors as on 31st March, 2011 andtaken on record by the Board of Directors, wereport that none of the directors is disqualifiedas on 31st March, 2011 from being appointed asa 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, Profit & LossAccount and the Cash Flow statements dealtwith this report comply with the AccountingStandards prescribed by Companies (AccountingStandards) Rules, 2006 to the extent applicable.

(f) In our opinion and to the best of our informationand according to the explanations given to us,the said statement of accounts, read with notesthereon subject to Note No.7, regarding the showcause notice issued by Excise Department, asgiven in the Notes on Accounts as per Annexure"T" give the information required by theCompanies Act, 1956 in the manner so requiredand give a true and fair view in conformity withthe accounting principles generally accepted inIndia;

i in the case of Balance Sheet, of the state ofaffairs of the Company as 31st March, 2011and

ii. in the case of the Profit & Loss Account, ofthe Profit for the year ended on that date.

iii. in the case of Cash Flow Statement, of thecash flow for the year ended on that date.

For Bhushan Aggarwal & Co., Chartered Accountants

(Firm Registration No. 005362N)

sd/-Place : Ludhiana (S.B.Aggarwal)Dated : 30.08.2011 Prop.

M. No. 084005

AUDITORS’ REPORT

13


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

1. a) The Company has maintained properrecords showing full particulars includingquantitative details and situation of its fixedassets. On 13.02.2005 there was a fire inthe office premises, in which some of therecords of the company maintained up to31.03.2004 have been destroyed includingfixed assets register.

b) As explained to us, all the fixed assets havebeen physically verified by the managementat reasonable intervals by rotation as per theverification plan adopted by the companywhich is reasonable having regard to the sizeof the company and nature of its fixed assets.No material discrepancies were noticed onsuch verification.

c) As per the information and explanations givento us, the company has not disposed offsubstantial part of the fixed assets duringthe year.

2. a) Inventories have been physically verified bythe management at reasonable intervalsduring the year/at the year end except thestocks lying with third parties.

b) As explained to us, the procedures of physicalverification of the stocks refer to in (a) abovefollowed by the management, in our opinion,reasonable and adequate in relation to thesize of the company and the nature of itsbusiness.

c) In our opinion and according to theinformation and explanations given to us, thecompany is maintaining proper records ofits inventories except for its knitwear divisionand the discrepancies noticed on suchphysical verification is not material and havebeen adequately dealt with in the books ofaccounts.

3. a) The Company has taken loan from one(Previous year two) companies/firms /Individuals covered in the register maintainedunder Section 301 of the companies Act,1956. The year-end balance of loans takenfrom such parties was Rs.17.35 Lacs(Previous Year Rs.25.68 Lacs). There areone (Previous year two) companies/firmscovered in the register maintained under

Section 301 of the Companies Act, 1956, towhich the company has granted loans. Theyear-end balance of loans granted to suchparties was Rs.1.29 Lacs (Previous YearRs.1.63Lacs).

b) In our opinion and according to theinformation and explanations given to us, therate of interest, where applicable and otherterms and conditions, are not prima facieprejudicial to the interest of the company.

c) The principal amounts are repayable ondemand and there is no repaymentschedule. The interest, where applicable, ispayable on demand.

d) Since the loans are repayable on demandand therefore the question of overdueamounts does not arise.

4. In our opinion and according to the informationgiven to us, there are adequate internal controlprocedures commensurate with the size of theCompany and the nature of its business withregard to purchases of inventories and fixedassets.

5. a) Based on the audit procedure applied by usand according to the information andexplanations provided by the management,we are of the opinion that the transactionsthat need to be entered in to the registermaintained under section 301 of CompaniesAct, 1956 have been so entered.

(b) In our opinion and according to theinformation and explanations given to us, thecompany has no transaction exceedingRs.5.00 lacs or more with the parties to beentered in to the register maintained u/s 301of the Companies Act, 1956.

6. The company has not accepted any depositswithin the meaning of Section 58A and 58AA of theCompanies Act, 1956.

7. In our opinion, the Company has an adequateinternal audit system commensurate with the sizeof the company and nature of its business.

8. Maintenance of cost records has not beenprescribed by the Central Government underClause (d) of sub section (1) of Section 209 of theCompanies Act, 1956.

14


9. a) According to the records of the Company, theCompany is regular in depositing with theappropriate authorities the undisputedstatutory dues including Provident Fund,Employee State Insurance, Income Tax ,Sales tax, Wealth Tax, Custom Duty, Exciseduty and other Statutory dues.

b) According to the information andexplanations given to us, no undisputedamounts payable in respect of such statutorydues were outstanding as at 31st March, 2011for a period of more than six months from thedate they become payable.

c) According to the information andexplanations given to us and on the basis ofour examination of the books of accounts,there are no dues payable in respect ofIncome tax, Wealth Tax, Sales Tax, CustomDuty, Excise Duty and any other statutory dueswhich are in dispute and have not beendeposited with appropriate authorities.

10. The company has been registered for a period ofmore than five years, having existing Share Capitalof Rs.855.28 Lacs. Its accumulated losses at theend of the financial year amount to Rs.778.63 Lacs(Previous year Rs. 839.14 lacs). It has incurredcash profit of Rs.117.00 Lacs in the financial yearunder review and Rs.97.20 Lacs in the financialyear immediately proceeding such financial year.

11. Based on our Audit procedure and on theinformation and explanation given by themanagement, we are of the opinion that theCompany has not defaulted in repayment of duesto financial institution/bank.

12. According to the information and explanationsgiven to us, the company has not granted any loansand advances on the basis of securities by way ofpledge of shares, debentures and other securities.

13. The company is not a chit fund or a nidhi/mutualbenefit fund/society. Therefore, the provision of thisClause of the Companies (Auditors' Report) Order,2003 is not applicable to the company.

14. According to information and explanations givento us, the company is not dealing or trading inshare and securities. All investments in shareshave been held by the company in its own name.

15. According to information and explanations givento us, the company has not given guarantees forloans taken by other from the bank or financialinstitutions.

16. The company has not taken any term loan duringthe year.

17. Based on the information and explanations givento us and on an overall examination of the BalanceSheet of the company as at 31st March, 2011, wereport that no significant funds raised on shortterm basis have been used for long terminvestments.

18. Based on the audit procedures performed and theinformation and explanations given to us by themanagement, we report that the company has notmade any preferential allotment of shares duringthe year.

19. The company has no outstanding debenturesduring the year under audit.

20. The Company has not raised any money by publicissue during the year.

21. Based upon the audit procedures performed andinformation and explanations given by themanagement, we report that no fraud on or by theCompany has been noticed or reported during thecourse of our audit.

For Bhushan Aggarwal & Co., Chartered Accountants

Firm Registration No. 005362N

sd/-Place : Ludhiana (S.B.Aggarwal)Dated : 30.08.2011 Prop.

M. No. 084005

15


BALANCE SHEET AS AT 31ST MARCH, 2011PARTICULARS ANNEXURE AS AT AS AT

31.03.2011 31.03.2010Rs. Ps. Rs. Ps.

SOURCE OF FUNDSSHAREHOLDER'S FUNDShare Capital "A" 85,528,220.00 85,528,220.00Reserves & Surplus "B" 167,115,679.11 167,115,679.11

252,643,899.11 252,643,899.11LOAN FUNDSSecured Loans "C" 9,941,238.82 8,177,268.47Unsecured Loans "D" 1,735,980.00 2,567,881.94

11,677,218.82 10,745,150.41Total 264,321,117.93 263,389,049.52

APPLICATION OF FUNDSFIXED ASSETSGross Block "E" 184,557,730.59 178,350,879.99Less : Depreciation 96,142,627.94 90,628,811.79Net Block 88,415,102.65 87,722,068.20INVESTMENTS "F" 3,342,712.55 319,022.60

CURRENT ASSETS, LOANS & ADVANCESInventories "G" 19,917,282.46 14,587,814.80Sundry Debtors "H" 15,535,848.29 12,528,160.79Cash & Bank Balances "I" 1,334,725.53 1,695,386.06Loans & Advances "J" 84,889,798.15 88,834,426.37

121,677,654.43 117,645,788.02LESS : CURRENT LIABILITIES & PROVISIONS

Liabilities "K" 26,587,408.38 25,822,266.27Provisions "L" 390,000.00 390,000.00

26,977,408.38 26,212,266.27NET CURRENT ASSETS 94,700,246.05 91,433,521.75PROFIT & LOSS ACCOUNT 77,863,056.68 83,914,436.97

Total 264,321,117.93 263,389,049.52NOTES ON ACCOUNTS "T"

Auditor’s ReportAs per our report of even dateFor Bhushan Aggarwal & Co. On behalf of the Board(Firm Registration No. 005362N) For Ritesh International LimitedChartered Accountants

sd/- sd/- sd/-(S.B.Aggarwal) (Pran Arora) (Rajiv Arora)

Prop. Chairman Managing DirectorM. No. 084005

Place : LudhianaDated : 30.08.2011

16


PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2011

PARTICULARS ANNEXURE For The Year Ended For The Year Ended31.03.2011 31.03.2010

Rs. Ps. Rs. Ps.

INCOME

Sales and Other Income "M" 245,874,501.20 139,092,515.67

Total 245,874,501.20 139,092,515.67

EXPENDITURE

Cost of Material "N" 153,245,441.70 85,351,458.29

Manufacturing Expenses "O" 37,680,752.03 19,816,160.84

Personnel Expenses "P" 9,309,472.85 5,482,345.00

Administrative Expenses "Q" 4,486,053.79 3,590,916.34

Financial Expenses "R" 1,015,969.92 673,955.33

Selling Expenses "S" 28,436,717.95 14,457,482.50

Loss on Sale of Assets - -

Depreciation 5,513,816.15 5,326,167.50

Total 239,688,224.39 134,698,485.80

Profit/(Loss) before Tax 6,186,276.81 4,394,029.87

Provision for Tax - -

Provision for Tax of eariler year 134,896.52 -

Profit/(Loss) after Tax 6,051,380.29 4,394,029.87

Add :Balance of Profit from Previous Year (83,914,436.97) (88,308,466.84)

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

APPROPRIATION

Balance Carried over to Balance Sheet (77,863,056.68) (83,914,436.97)

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

NOTES ON ACCOUNTS "T"





17


ANNEXURE ANNEXED TO AND FORMING PART OF THE BALANCE SHEET AS AT 31.03.2011

PARTICULARS AS AT AS AT31.03.2011 31.03.2010

Rs. Ps. Rs. Ps.

ANNEXURE “A”SHARE CAPITALAuthorised10,000,000 Equity Shares of Rs. 10/- each 100,000,000.00 100,000,000.00Issued8,830,000 Equity Shares of Rs. 10/- each 88,300,000.00 88,300,000.00Subscribed & Paid-up8,552,822 Equity Shares of Rs.10/- each fully paid up in cash 85,528,220.00 85,528,220.00

Total 85,528,220.00 85,528,220.00ANNEXURE “B”RESERVE AND SURPLUSCAPITAL RESERVECapital Subsidy 1,500,000.00 1,500,000.00Forfeited Share 3,188,720.00 3,188,720.00Capital Reserve 37,193,789.07 37,193,789.07Share Premium 46,208,220.00 46,208,220.00General Reserve 72,500,000.00 72,500,000.00Investment Allowance Reserve-Utilised 6,524,950.04 6,524,950.04

Total 167,115,679.11 167,115,679.11

ANNEXURE “C”SECURED LOANSa) FROM BANKS

Working Capital Facilities-Secured by Hypothecation of entire 9,941,238.82 8,177,268.47present and future movable assets of the company such asstocks of raw material, work in process, finished goods, goodsgoods in transit, stores, Duty Draw Back & book-debts, etc.Overdraft facility also guaranteed by promoter directors of the company.

Total 9,941,238.82 8,177,268.47ANNEXURE “D”UNSECURED LOANSFrom Directors - 2,567,881.94From Others 1,735,980.00 -

Total 1,735,980.00 2,567,881.94

18


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19



Rs. Ps. Rs. Ps.

ANNEXURE “F”INVESTMENT (AT COST)QUOTED8600 Equity Shares of Rs.10/- each of 129,000.00 129,000.00Ritesh Properties & Industries Ltd40,000 Shares of Pantagon Finance Ltd. of Rs. 10/- each 162,000.00 162,000.00100 Equity Shares of Rs.10/- each of Indian Overseas Bank 2,400.00 2,400.0060 Equity Shares of Rs.10/- each of Wyeth Ltd 25,622.60 25,622.60390 Equity Shares of Aurobindo Pharma Ltd 81,379.65 -60 Equity Shares of Bilcare Ltd 41,402.37 -1800 Equity Shares of Biocon Ltd 574,798.26 -1200 Equity Shares of Fortis Healthcare Ltd 198,337.99 -402 Gold BeES 743,558.23 -16 Equity Shares of IL & FS Transport Network Ltd 45,455.76 -624 Equity Shares of Tata Investment Corp Ltd 341,117.14 -600 Equity Shares of TVS Motor Co Ltd 28,117.22 -5400 Equity Shares of Uttam Galva Steel Ltd 607,618.74 -708 Equity Shares of Zydus Wellness Ltd 361,904.59 -

Total 3,342,712.55 319,022.60Market Value of Quoted Investment 3,370,931.46 314,683.00

ANNEXURE "G"INVENTORIES(As taken, valued & certified by the Management)Stores & Spares (At Cost of Realisable value whichever is lower) 7,457,823.58 770,253.51Finished Goods (At Market Value) 10,306,722.62 5,914,576.79Raw Material (At Cost Price) 1,011,883.72 1,594,786.50Work-in-Process (At Estimated Cost) 1,140,852.54 6,308,198.00

Total 19,917,282.46 14,587,814.80ANNEXURE "H"SUNDRY DEBTORS(Unsecured, Considered Good)More than Six Months Old 771,800.00 2,685,506.73Others 14,764,048.29 9,842,654.06

Total 15,535,848.29 12,528,160.79ANNEXURE "I"CASH & BANK BALANCESCash-in-hand 108,937.84 572,654.46Balances with Scheduled Bank-- In Current Account 304,933.69 283,658.60Cheque Depsoited but passed later on(Net) 920,854.00 839,073.00

Total 1,334,725.53 1,695,386.06ANNEXURE "J"LOANS & ADVANCE(Unsecured, Considered Good)Advances Recoverable in cash or in kind 78,167,896.45 85,208,630.22for value to be receivedAdvances to Suppliers 4,613,751.88 1,763,102.65Security Deposits 928,392.40 794,517.40Balances with Central Excise Deptt. 355,232.00 433,946.00Tax Deducted At Source 824,525.42 634,230.10

Total 84,889,798.15 88,834,426.37

20


ANNEXURE "K"LIABILITIESSundry Creditors 21,083,108.34 21,438,846.73Advances from Customers 2,156,592.04 2,716,465.00Other Liabilities 3,347,708.00 1,666,954.54 Total 26,587,408.38 25,822,266.27

ANNEXURE "L"PROVISIONSIncome Tax 390,000.00 390,000.00

Total 390,000.00 390,000.00

ANNEXURE ANNEXED TO AND FORMING PART OF PROFIT & LOSS ACOUNT FOR THE YEA R ENDED 31ST MARCH, 2011

PARTICULARS For the year ended For the year ended31.03.2011 31.03.2010

Rs. Ps. Rs. Ps.

ANNEXURE "M"SALES & OTHER INCOMESales 233,076,674.70 131,561,894.00Interest Received from others 5,696,511.00 4,339,970.00Interest Received from I. tax - 10,564.00Balances written back 42,336.00 83,945.67Others 243,078.00 82,322.00Dividend 11,550.00 1,950.00Profit on Settlement - 3,001,000.00Profit on Sale of Shares 73,651.50 -Profit against Commodity Trading 6,730,700.00 -Profit on Sale of Fixed Assets - 10,870.00

Total 245,874,501.20 139,092,515.67

ANNEXURE "N"COST OF MATERIALOPENING STOCKRaw Material 5,914,576.79 984,095.60Work in Process 1,594,786.50 683,930.00Finished Goods 6,308,198.00 3,626,183.00

13,817,561.29 5,294,208.60Add : Purchase 151,887,339.29 93,874,810.98

165,704,900.58 99,169,019.58Less : Closing StockRaw Material 1,011,883.72 5,914,576.79Work in Process 1,140,852.54 1,594,786.50Finished Goods 10,306,722.62 6,308,198.00

12,459,458.88 13,817,561.29Net 153,245,441.70 85,351,458.29


Rs. Ps. Rs. Ps.

21


PARTICULARS 2010-11 2009-10Rs. Ps. Rs. Ps.

ANNEXURE "O"MANFACTURING EXPENSESChemicals 7,248,491.06 3,379,707.89Power & Fuel 27,259,533.05 15,435,870.20Laboratory Expenses 94,032.19 71,809.00Machinery Repair 912,286.64 375,440.00Consumable 1,559,986.09 502,946.75Labour Job Work 439,191.00 -Other Expenses 167,232.00 50,387.00 Net 37,680,752.03 19,816,160.84

ANNEXURE "P"PERSONNEL EXPENSESSalary, Wages & Other Allowances 8,667,753.00 5,125,799.00(including Director's remunerationRs.1659000/- Previous year Rs.1476000/-)Contribution to Provident Funds Etc. 497,676.00 341,326.00Welfare Expenses 144,043.85 15,220.00

Total 9,309,472.85 5,482,345.00

ANNEXURE "Q"ADMINSITRATIVE EXPENSESRent, Rates & Taxes 419,539.00 463,389.00Stationery & Printing 126,588.00 161,462.00Travelling & Conveyance (including Director's travelling 381,361.61 976,774.99Rs.2,99,746.61 (Previous Year Rs.9,20,521.99)Insurance Charges 229,039.77 181,745.15Legal & Professional charges 511,322.00 393,692.00Postage, Telegram, Telephone & Telex 195,406.62 247,720.75Books & Periodcals 4,652.00 3,636.00Charity & Donation 229,190.00 96,500.00Service Charges 687,393.00 364,672.00Misc. Expenses (including Vehicle Running & Maintenance, 454,859.65 263,031.00Water & Sewrage charges)Listing Fee 35,886.00 27,875.00Electricity Expenses 303,043.00 246,350.00Subscription 19,923.00 4,909.00Previous Year Expenses 3,966.00 69,821.45Building Repair 883,884.14 89,338.00

Total 4,486,053.79 3,590,916.34

ANNEXURE "R"FINANCIAL EXPENSESINTERESTWorking Capital 823,049.00 575,514.00Bank Charges 192,245.02 98,111.33Demat Charges 675.90 330.00

Total 1,015,969.92 673,955.33ANNEXURE "S"SELLING EXPENSESCommission & Brokerage 227,690.00 16,545.00Freight 4,250,060.00 2,671,092.00Advertisement 102,765.00 76,087.00Excise Duty 21,107,353.00 10,223,212.00Other Expenses 2,748,849.95 1,470,546.50

Total 28,436,717.95 14,457,482.50

22


ANNEXURE – ‘T’NOTES ON ACCOUNTS

1. Significant Accounting Policies followed bythe Company

a) Accounting Convention

The financial statements have been preparedunder the historical cost convention inaccordance with the generally acceptedaccounting principles and in accordance withAccounting Standards applicable in India andthe provisions of the Companies Act, 1956 asadopted consistently by the Company

b) Fixed Assets

All fixed assets are stated at cost lessaccumulated depreciation. Cost of acquisitionis inclusive of freight, duties, taxes and otherincidental expenses.

c) Inventories

The inventories have been determined on thebasis of FIFO method and basis of determiningcost for various categories of inventories are RawMaterial at cost price, Finished Goods at marketprice, Work-in-process at estimated cost andStores & Spares at cost or realizable valuewhichever is lower.

d) Revenue Recognition

Sale is recognized on mercantile basis.

Job work is recognized at the time of raising theinvoice in favour of Customer.

Vat tax liabilities are accounted for on the basisof Vat tax returns filed by the Company with thedepartment. Additional liability, if any, arises atthe time of assessment, will be accounted forin the year of finalization of assessment.

e) Depreciation

Depreciation has been calculated on StraightLine Method as per Companies Act, 1956 atthe rates of depreciation prevalent at the time ofacquisition of assets.

f) Retirement BenefitsGratuity liability has been accounted for onaccrual basis.

Contribution to Provident Fund, Family PensionScheme and ESI are accounted for on accrualbasis and charged to Profit & Loss Accountaccordingly.

g) InvestmentsInvestments are valued at cost plus incidentalexpenses, if any.

h) Accounting of Taxes on IncomeNo provision for Income tax has been madeIncome tax Act, 1961, due to carried forward oflosses.Consequent to the issuance of AccountingStandard 22(AS-22) "Accounting for Taxes onIncome" by the Institute of CharteredAccountants of India which is mandatory innature, the company has reviewed DeferredTaxes which result from the timing differencebetween the Book Profits and Tax Profits.In consideration of prudence as set out inparagraph 15 to 18 of AS-22, considering theaccumulated losses, sufficient future taxableincome cannot be estimated with virtual orreasonable certainty. The company therefore hasnot recognized Net Deferred Tax Assets in theFinancial Statement for the current. Further inaccordance with paragraph 19 of AS-22 the NetDeferred Tax Asset, if any, shall be reassessedat the end of each Balance Sheet date hereafterand accordingly due recognition shall be givenin the Financial Statements.

2. Contingent Liabilities Nil (Previous Year Nil)3. Debit and credit balances are subject to

confirmation and reconciliation, if any.4. The payment made to the Managing Director &

Executive Director is as under:Particulars 2010-11 2009-10Salary to- Managing Director Rs. 12,00,000/- Rs. 11,52,000/-- Executive Director Rs. 4,59,000/- –

Perks Nil Nil

23


5. As the Company's business activities falls withina single primary business segment, thedisclosure requirements of AccountingStandards (AS)-17 on "Segment Reporting",issued by The Institute of Chartered Accountantsof India are not applicable.

6. The Earning per Share (EPS) in accordance withAccounting Standards(AS)-20 on "Earning perShare" issued by The Institute of CharteredAccountants of India is as under:

Particulars For the Year For the Yearended 31.03.2011 ended 31.03.2010

Earnings 61,86,277 43,94,030- Profit/(Loss) as perProfit & Loss AccountShares 85,52,822 85,52,822-Weighted average Numberof Equity share outstandingduring the year- Basic & DilutedEarning per Share of Rs. 0.72 0.5110/-each-Basic & Diluted

7. There was a search by the Central Excise andTaxation Department on 26.09.2002 at thepremises of the Company and the books ofaccounts and other related documents (includingexcise records) have been seized. The excisedepartment has issued a show cause noticedated 29.03.2005 to the company for the raisingof demand of Rs.6,62,19,886/- . The companyhas filed the appeal with the Customs, Excise& Service Tax Appellate Tribunal, New Delhi,who had stayed the recovery proceeding till thedisposal of appeals. So, no provision has beenmade in the books for the demand raised, asthe management is of opinion that the samewill be accounted for in the year of payment.

8. In the opinion of the Board, all the CurrentAssets, Loans & Advances have a value onrealization in the ordinary course of business atleast equal to the amount at which they arestated except as expressly stated otherwise.

9. Legal & Professional Charges include paymentto Auditor's as under :

2010-11 2009-10(Rs.) (Rs.)

Audit Fee 1,75,000 1,60,000Tax Audit Fee 25,000 20,000

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

11. The Company is taking the inventories as on31.03.2011 of its knitwear division on the basisof physical stock taking as on 31.03.2011, asthe knitwear division of the company is notmaintaining the proper stock registers.Accordingly no quantative information have beengiven in the additional information.

12. Related Parties Disclosure

A) Related parties where control exists or withwhom transactions have taken place during theyear.

ASSOCIATED/ALLIED COMPANIESo Ritesh Properties & Industries Limitedo Kishan Chand & Co. Oil Industries Limited.

OTHERSo Harnam Dass Pran Nath Owned By Chairmano B.B. Jindal Directoro Anita Arora Wife of Mg. Directoro Anita Arora Maximum Prop.- Wife of Mg.

Discount Medical Retail Store Director

KEY MANAGERIAL PERSONNEL REPRES-ENTED ON THE BOARDo Sh. Pran Arora Chairmano Sh. Rajiv Arora Mg. Directoro Sh. Ritesh Arora Executive Director

B) Particulars of Related Party Transactions

The following is a summary of significant relatedparty transactions.

Particulars For the Year For the YearEnded 31.03.2011 Ended 31.03.2010

(Rs. in Lacs) (Rs. in Lacs)i) Sale to

- Associate/Allied Concern Nil Nil-Others 0.09 0.46

ii) Purchase of Fixed Assets from-Associate/Allied Concern 0.30 Nil

iii) Salary Paid to- Key Managerial Personnel 16.59 14.76- to Others Nil 0.83

iv) Rent Paid to- Others 1.92 1.92

24


A. Particulars of licensed/Registered/Installed Capacity/Production

a) The Installed Capacities have been taken as certified by the Management and not verified by the Auditor'sbeing technical in nature.

b) Production includes goods produced and used for captive consumption.

B. Particulars of Sales

C) Amount due From/To Related Parties :Particulars As at 31.03.2011 As at 31.03.2010

(Rs.in Lacs) (Rs.in Lacs)

i) Due from Related Parties (included in

Loan & Advance & Sundry Debtors)

· Associates/Allied Concern 1.29 1.29· Others Nil 0.34

ii) Due to Related Parties (included inCurrent Liabilities & Unsecured Loans)· Associated/Allied Concern 183.62 186.40· Others 17.36 2.00

· KMP Nil 23.68

13. The company has not received information fromsuppliers regarding their status under the Micro,Small and Medium Enterprises Development

Act, 2006 and hence disclosure relating toamounts unpaid as at the year end together withinterest paid / payable under this Act has notbeen given.

14. The company is not complying with the provisionsof section 383 A of the Companies Act, 1956regarding the appointment of Companysecretary.

15. Previous year figures have been regrouped/rearranged, wherever necessary to make themcomparable with the Current year.

16. Additional information as required under Para 3& 4 of Part II of Schedule VI of the CompaniesAct, 1956.

C. Opening & Closing Stock of Goods Produced and Traded in

2010-11 2009-10Class of Goods UnitsQuantity Amount(Rs.) Quantity Amount(Rs.)

Industrial Hard Oil MTS 341.285 9,033,709.00 106.605 2,077,005.00Stearic Acid/Flakes MTS 3875.525 194,236,903.50 2241.790 91,376,863.00Fatty Acid MTS 10.985 420,258.00 663.505 23,957,634.00Glycerin MTS 20.810 689,449.00 31.195 824,397.00Soap/Detergent Powder/Cake

MTS 0.230 14,224.00 9.474 188,645.00

Oils & Fats MTS 1708.895 23,137,713.00 1202.594 13,118,550.00Others - -- 500.00 -- 18,800.00Knitwear Division -- -- 3,022,060.90 -- --

As at 31.03.2011 As at 31.03.2010 As at 31.03.2009Class of Goods UnitsQuantity Amount(Rs.) Quantity Amount(Rs.) Quantity Amount(Rs.)

Stearic Acid/Flakes

MTS 59.100 3,733,901.00 66.000 2,775,688.00 48.050 1,873,950.00

Fatty Acid MTS 19.835 8,92,575.00 26.305 8,41,760.00 16.630 582,050.00Glycerin MTS 11.000 330,000.00 7.685 177,405.00 4.400 156,800.00Soap/Detergent Powder/Cake

MTS Nil Nil 0.247 6,045.00 0.252 4,428.00

Others -- -- 3,528,960.00 -- 25,07,300.00 -- 1,008,955.00Knitwear Division -- 1,821,286.62 -- -- -- --

Licensed/Registered Capacity

Installed Capacity (a) Production (b)Class of Goods Units

As at31.03.11

As at31.03.10

As at31.03.11

As at31.03.10

As at31.03.11

As at31.03.10

Industrial Hard Oil MTS 22500 22500 22500 22500 341.285 106.605Stearic Acid/ Flakes MTS 7500 7500 3000 3000 3905.625 2263.340Fatty Acid MTS 15000 15000 15000 15000 3948.945 2963.445Glycerin MTS 1500 1500 600 600 51.68 61.68Soap/Detergent Powder/Cake

MTS N.A. N.A. 300 300 Nil 9.469

25


D. Raw Material Consumed

E. Other Additional Information

F. Value of imported/indigenous Raw Material, Spare Parts, Components and Stores Consumed

Signature to the Annexure 'A' to 'T'For Bhushan Aggarwal & Co. On behalf of the BoardFirm Registeration No. 005362NChartered Accountants For Ritesh International Limited


Prop. Chairman Managing DirectorM.No. 084005


2010-11 2009-10 Class of Goods Units Quantity Am ount(Rs.) Quantity Amount(Rs.)

Oils & Fats MTS 6224.790 155,116,527.82 4498.750 87,949,867.35 Soap/Detergent Powder/Cake

MTS 3.054 47,009.84 10.204 83,605.94

Knitwear Division -- 2,080,428.66 -- --

2010-11 (Rs.)

2009-10 (Rs.)

a) Personnel Expenses 1)Employees drawing remuneration not

less than Rs.2400000/- per annum and employed throughout the year

Nil Nil

2)Employees drawing remuneration not less than Rs.2400000/- per annum and employed throughout the year

Nil Nil

b) Value of imports on CIF basis Nil Nil c) Expenditure in Foreign Currency on Traveling 25,680.00 430,488.00 d) Earning on Job work basis- Knitwear Division 2,521,857.30 Nil e) Earning in foreign exchange

on FOB basis Nil Nil

2010-11 2009-10 Class of Goods Value (Rs.) %Age Value (Rs.) %Age

Raw Material -- Indigenous 157,243,966 100% 88,033,473 100% -- Imported -- -- -- -- Stores, Spare Parts & Components -- Indigenous 9,720,764 100% 4,258,095 100% -- Imported -- -- -- --

26


A. CASH FLOW FROM OPERATING ACTIVITIESProfit/(Loss) before tax & Extra Ordinary items 6,186,276.81 4,394,029.87

Adjustments for- Depreciation 5,513,816.15 5,326,167.50- Interest paid on borrowing 823,049.00 575,514.00- Profit/Loss on sale of Assets - (10,870.00)- Dividend/interest received (5,696,511.00) 640,354.15 (4,339,970.00) 1,550,841.50

Operating profit before working capital charges 6,826,630.96 5,944,871.37Adjustments for

- Inventory (5,329,467.66) (8,566,251.19)- Receivable (3,007,687.50) 15,288,818.54- Payable 765,142.11 (1,714,083.73)- Loans & Advances 3,944,628.22 (3,627,384.83) (38,368,326.97) (33,359,843.35)Cash Generated from operations 3,199,246.13 (27,414,971.98)Interest paid (823,049.00) (575,514.00)

2,376,197.13 (27,990,485.98)Taxes Paid 134,896.52 -Net Cash from operating activities (A) 2,241,300.61 (27,990,485.98)

B. CASH FLOW FROM INVESTING ACTIVITIESPurchase of Fixed Assets (6,206,850.60) (2,398,143.87)Sale of Fixed Assets - 100,000.00

Purchase/Sale of Investment (3,023,689.95) 16,650,000.00Interest/Dividend Received 5,696,511.00 (3,534,029.55) 4,339,970.00 18,691,826.13

Net cash used in investing activities (B) (3,534,029.55) 18,691,826.13C. CASH FLOW FROM FINANCING ACTIVITIES

Borrowing (Net) 932,068.41 7,717,691.98Net cash from financing activities © 932,068.41 7,717,691.98Net incraese/(decrease) in cash and cash equivalents (A+B+C)Cash equilvalents (A+B+C) (360,660.53) (1,580,967.87)Cash and Cash equivalents(Opening Balance) 1,695,386.06 3,276,353.93

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

PARTICULARS For the year ended For the year ended31.03.2011 31.03.2010

Rs. Ps. Rs. Ps.

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2011





27


I. Registration DetailsRegistration No. 4 7 3 6 State Code 1 6

Balance Sheet Date 3 1 - 0 3 - 2 0 1 1 Date Month Year

II. Capital raised during the Year (Amount in Rs. Thousands) Public Issue Right Issue Bonus Issue Private Placement

N I L N I L N I L N I LIII. Position of Mobilisation & Deployment of Funds (Amount in Rs. Thousand)

Total Liabilities Total Assets 2 9 1 2 9 8 . 5 3 2 9 1 2 9 8 . 5 3

Sources of Funds Paid-up Capital Reserves & Surplus Deferred Tax Liability

8 5 5 2 8 . 2 2 1 6 7 1 1 5 . 6 8 N I L

Application of Funds Net Fixed Assets Net current Assets Profit & Loss A/c

8 8 4 1 5 . 1 0 9 4 7 0 0 . 2 5 7 7 8 6 3 . 0 6IV. Performance of Company (Amount in Rs. Lacs)

Turnover Total Expenditure2 4 5 8 . 8 7 2 3 9 6 . 8 8

Profit Before Tax Basic Earning per Share Profit After Tax 6 1 . 8 6 0 . 7 2 6 0 . 5 1

V. Generic Names of Three Principal Products of Company (As per Monetary Terms)Item Code No.(ITC Code) 1 5 1 9 1 1 0 0

Product Description S T E A R I C A C I D S

Item Code No. (ITC Code) 1 5 1 9 1 0 0

Product Description I N D U S T R I A L H A R D O I LItem Code No.(ITC Code) 1 5 1 9 1 1 0 0Product Description F A T T Y A C I D S

Auditor’s Report On behalf of the BoardAs per our Report of even date For Ritesh International LimitedFor Bhushan Aggarwal & Co.(Firm Registration No. 005362N)Charatered Accountant sd/- sd/- sd/-(S.B.Aggarwal) (Pran Arora) (Rajiv Arora)

Prop. Chairman Managing Director


Information Pursuant to Part IV of Schedule VI of the Companies Act, 1956.

BALANCE SHEET ABSTRACT AND COMPANY’S GENERAL BUSINESS PROFILE

28


NOTES

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29


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 29th Annual General Meeting of the Company held on Monday 26th day ofSeptember, 2011 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 INTERNATIONAL LIMITED, herebyappoint ______________________________________ of __________________________ in the district of_________________________ or fail ing him/her __________________________________ of_____________________________ in the district of _______________________________ as my/our proxy tovote for me/us on my/our behalf at the 29th Annual General Meeting of the Company held on Monday 26th day ofSeptember, 2011 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 ________________________ 2011.

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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riteshsh. bharti bhushan jindal has resigned from the directorship of the company w.e.f. 01.08.2011...

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