You are here » Home » Companies » Company Overview » Desh Rakshak Aushdhalaya Ltd

Desh Rakshak Aushdhalaya Ltd.

BSE: 531521 Sector: Health care
NSE: N.A. ISIN Code: INE971E01016
BSE LIVE 15:00 | 19 May Stock Is Not Traded.
NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 7.13
PREVIOUS CLOSE 7.50
VOLUME 500
52-Week high 7.50
52-Week low 7.13
P/E 21.61
Mkt Cap.(Rs cr) 3
Buy Price 7.13
Buy Qty 100.00
Sell Price 0.00
Sell Qty 0.00
OPEN 7.13
CLOSE 7.50
VOLUME 500
52-Week high 7.50
52-Week low 7.13
P/E 21.61
Mkt Cap.(Rs cr) 3
Buy Price 7.13
Buy Qty 100.00
Sell Price 0.00
Sell Qty 0.00

Desh Rakshak Aushdhalaya Ltd. (DESHRAKSHAK) - Director Report

Company director report

To

THE SHAREHOLDERS

The directors have pleasure in presenting the twenty-second annual report and theaudited accounts for the year ended 31st March 2015.

1. COMPANY PERFORMANCE

During the year under review the turnover of the Company is Rs. 445.88 Lacsincomparison with the last years 400.12 Lacs. The profit after tax of the company isRs2.41lacs. Despite high inflationary and cost pressures throughout the year companycapitalized on every available opportunity and undertook strategic initiatives coupledwith to exploit the full industry potential besides making efforts towards cost reductionand improved efficiency which enable the company to grow reasonably well.

In continuation of its efforts towards offering innovative more effective and valueadded products to the consumers for providing them with value for money. Company continuedcombining traditional Ayurvedic Science with adoption of the modern manufacturingtechnology.

DIVIDEND

Your Directors have not recommended any dividend on equity shares for the year underreview.

TRANSFER TO RESERVES

The Company has transferredRs 220.24 Lacs to reserves for the year

OPERATIONS AND BUSINESS PERFORMANCE

Kindly refer to Management Discussion and Analysis and Corporate Governance which forpart of this report.

CORPORATE GOVERNANCE

Company is committed to focus on good Corporate Governance in line with emerging Localand Global Standards. Company understands and respects its fiduciary role in the corporateworld and besides adhering to the prescribed corporate practices it voluntarily governsitself as per the highest national and international standards of corporate governance.Strong governance practices has earned for it recognition and has strengthened its bond oftrust not only with the stakeholders but with the society at large.

The compliance Report on Corporate Governance and a certificate from Auditors of theCompany regarding compliance of the conditions of Corporate Governance as stipulatedunder Clause 49 of the Listing Agreement with the Stock Exchanges is attached as'Annexure 1' and forms part of this report.

Certificate of the CEO/CFO inter alia confirming the correctness of the financialstatements compliance with Company's Code of Conduct adequacy of the Internal Controlmeasures and reporting of matters to the Audit Committee in terms of Clause 49 of theListing Agreement with the Stock Exchanges is attached in the corporate governance Reportand forms part of this report.

DIRECTORS

As per Section 152 of the Companies Act2013Mrs. Sudesh Jain and Mr. Arihant JainDirector of the Company will retire by rotation at the Annual General Meeting and beingeligible offer herselffor re-appointment.

During the year the Ministry of Corporate Affairs (MCA) hasnotified majority of theprovisions inter alia provisions relatingto selection manner of appointment rolesfunctions dutiesre-appointment of independent directors (IDs) and therelevant rulesunder the Companies Act 2013 (theAct2013) and made them effective 1st April 2014.

The existing composition of the Company's board is fully inconformity with theapplicable provisions of the Act 2013and Clause 49 of the Listing Agreement having thefollowingdirectors as non-executive IDs namely Mr. Surendra Kumar and Mr. SachinAgarwal.

BOARD EVALUATION

The board of directors has carried out an annual evaluation of its own performanceBoard committees andindividual directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribedby Securities and Exchange Board of India("SEBI") under Clause 49 of the Listing Agreements ("Clause 49").

The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on thebasis of the criteria such as the Board composition and structureeffectiveness of board processes informationand functioning etc.

The performance of the committees was evaluated by the board after seeking inputs fromthe committee memberson the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed theperformance of theindividual directors on the basis of the criteria such as thecontribution of the individual director to the Board andcommittee meetings likepreparedness on the issues to be discussed meaningful and constructive contributionandinputs in meetings etc. In addition the Chairman was also evaluated on the key aspectsof his role.

In a separate meeting of independent Directors performance of non-independentdirectors performance of theboard as a whole and performance of the Chairman wasevaluated taking into account the views of executivedirectors and non-executivedirectors. The same was discussed in the board meeting that followed the meetingof theindependent Directors at which the performance of the Board its committees andindividual directorswas also discussed.

Directors' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act 2013 the board of directors to thebest of their knowledgeand ability confirm that:-

i. that in the preparation of annual accounts for the financialyear ended 31 st March2015 the applicable AccountingStandards had been followed and that there were nomaterialdepartures;

ii. that the directors had selected such accounting policiesand applied themconsistently and made judgments andestimates that were reasonable and prudent so as togivea true and fair view of the state of affairs of theCompany at the end of the financialyear and of the profitof the Company for the year under review;

iii. that the directors had taken proper and sufficient carefor the maintenance ofadequate accounting records inaccordance with the provisions of the Act forsafeguardingthe assets of the Company and forpreventing and detecting fraud and otherirregularities;and

iv. that the directors had prepared the accounts for thefinancial year ended 31 stMarch 2015ona"goingconcernbasis."

STATUTORY AUDITORS

Pursuant to the provisions of section 139 of the companies act 2013 and rules framedthereunder M/s. Anil Jain & Co. Chartered Accountants Haridwarwho were appointed asstatutory auditors of theCompany from the conclusion of the 33nd annual general meetingheld on 26st November 2014 till the conclusion of 34th annual general meeting subject toratification of their appointment at every AGM.

The Company has obtained necessary certificate underSection 141 of the Act 2013 fromthe auditor conveying theireligibility for the above appointment. The audit committeeandboard reviewed their eligibility criteria as laid downunder Section 141 of the Act 2013and recommended theirappointment as auditors for the aforesaid period.

SECRETARIAL AUDITORS

As required under Section 204 of the Act 2013 and theCompanies (Appointment andRemuneration of ManagerialPersonnel) Rules 2014 the Company is required to appointaSecretarial Auditor for auditing the secretarial and relatedrecords of the Company and toprovide a report in this regard.

CORPORATE GOVERNANCE

Company is committed to focus on good Corporate Governance in line with emerging Localand Global Standards. Company understands and respects its fiduciary role in the corporateworld and besides adhering to the prescribed corporate practices it voluntarily governsitself as per the highest national and international standards of corporate governance.Strong governance practices has earned for it recognition and has strengthened its bond oftrust not only with the stakeholders but with the society at large.

The compliance Report on Corporate Governance and a certificate from Auditors of theCompany regarding compliance of the conditions of Corporate Governance as stipulatedunder Clause 49 of the Listing Agreement with the Stock Exchanges is attached as'Annexure 1' and forms part of this report.

Certificate of the CEO/CFO inter alia confirming the correctness of the financialstatements compliance with Company's Code of Conduct adequacy of the Internal Controlmeasures and reporting of matters to the Audit Committee in terms of Clause 49 of theListing Agreement with the Stock Exchanges is attached in the corporate governance Reportand forms part of this report.

RISK MANAGEMENT ‘

The Board of the Company has formed a risk management committee to frame implement andmonitor the risk management plan for the Company. The committee is responsible forreviewing the risk management plan and ensuring its effectiveness. The audit committee hasadditional oversight in the area of financial risks and controls. Major risks identifiedby the businesses and functions are systematically addressed through mitigating actions ona continuing basis.

The development and implementation of risk management policy has been covered in themanagement discussion and analysis which forms part of this report

COST AUDITORS

The Company has obtained Compliance Report as per the Cost Accounting Records Rules2011 from M/s Rajesh Kumar Gupta & Co. Cost Accountants in Practice and werere-appointed as Cost Auditors to conduct cost audit of the accounts maintained by theCompany for the financial year 2014-15.

INTERNAL CONTROL SYSTEM

The Company has a well placed proper and adequate internal control system whichensures that all assets are safeguarded and protected and that the transactions are ;authorised recorded and reported correctly. The Company's internal control systemcomprises audit and compliance by in-house Internal Audit Division supplemented byinternal audit checks.

Independence of the audit and compliance is ensured by direct reporting ofInternal" Audit Division to theAudit Committee of the Board.

FIXED DEPOSITS r

During the year under review the Company has not accepted any fixed deposits from? thepublic and as on March 312015 the Company had no unclaimed deposits or interest' thereondue to any depositor.

NATURE OF BUSINESS

There has been no change in the nature of business of the Company during the year.

PARTICULARS OF EMPLOYEES

In terms of the provisions of section 217(2A) of the Companies Act 1956 read with;Companies (Particulars of Employees) Rules 1975 there is no employee drawing'remuneration above the limits set under section 217(2A) of the Companies Act 1956.

ENERGY CONSERVATION TECHNOLOGY ABSORPTIONAND FOREIGN EXCHANGE EARNING AND OUTGO

Information regarding Energy Conservation Technology absorption and Foreign Exchangeearnings and outgo as per Section 217(i)(e) of the Companies Act 1956 read with thecompanies (Disclosure of Particulars in the report of Board of Direction) Rule 1988 aregiven under:

(a) Energy Conservation

Energy consumed during the year does not constitute a significant amount which is Rs877519/-

(b) Technology Absorption

The techniques of preparation of medicines are based on ancient Ayurvedic patternsubject to time to time modification in accordance with the modern development. So theentire method is indigenous and no foreign technology is involved.

(c) Foreign Exchange Earnings and Out Go Export Sales of Rs. 5951252/-

Out Go NIL

OPERATIONS REVIEW

For detailed operational review kindly refer to Management Discussion and Analysis andthe Report on Corporate Governance which forms part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis of financial condition including the result ofoperations of the Company for the year under review as required under clause 49 of thelisting agreement with the stock exchanges is given as a separate statement in AnnualReport.

INDUSTRIAL RELATIONS

The Company maintained healthy cordial and harmonious industrial relations at alllevels. The enthusiasm and unstinting efforts of employees have enabled the Company tomaintain efficiency I n the industry. It has taken various steps to improve productivityacross organization.

ACKNOWLEDGMENT

The Directors would like to place on record their gratitude to the Central Governmentand the State Government of Uttarakhand the Financial Institutions and Banks for theirinvaluable support and cooperation. The Directors would like to record their appreciationof the contribution made by the employees of the company at all levels.

For and on behalf of the Board

For Desh Rakshak Aushdhalaya Limited

PLACE: Haridwar

DATE: 31.08.2015