Kashyap Tele-Medicines Ltd.
|BSE: 531960||Sector: IT|
|NSE: N.A.||ISIN Code: INE108B01029|
|BSE LIVE 05:30 | 01 Jan||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
|BSE: 531960||Sector: IT|
|NSE: N.A.||ISIN Code: INE108B01029|
|BSE LIVE 05:30 | 01 Jan||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
The Members of
Kashyap Tele - Medicines Limited
(Formerly Known as JindaL Online.com Limited)
Your Directors have Pleasure in presenting the 22nd Annual Report of yourCompany together with the Audited Statement of Accounts and the Auditors' Report of yourCompany for the Financial Year ended 31st March 2016.
1. FINANCIAL HIGHLIGHTS:
(Amount in Rs.)
2. HIGHLIGHTS OF PERFORMANCE:
The total income of the company has been increased to Rs.1278926/- in the FinancialYear 2015-16 from Rs.1209140 in Previous Year 2014-15 at a growth rate of 5.77%. Thetotal expense of the Company is Rs.976629 in Financial Year 2015-16 as compared toRs.903055 in previous year 2014-15. The profit of the Company has decreased to Rs.244697as compared to the profit of Rs.306085 in Previous Year 2014-15.
Your Directors regretted their inability to recommend any dividend to the members ofthe Company for the Financial Year ended on 31st March 2016.
4. AMOUNTS TRANSFERRED TO RESERVES:
The company did not transfer any amounts to General Reserve during the year.
5. INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY:
Company does not have any Subsidiary Joint venture or Associate Company.
6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT & CORPORATE GOVERNANCE REPORT:
In term of SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015 dated2nd September 2015 issued by Securities Board of India the provision ofRegulation 27(2) read with Clause 15 of the chapter IV of Listing Regulation isapplicable to all listed entities having a paid up share capital of Rs.10 Crores and aboveand Net worth of Rs.25 crore or more.
Since the paid up capital of the Company is below Rs.10 crore and also the net worth ofthe company is below Rs.25 Crore the provisions of the of Regulation 27(2) read withClause 15 of the chapter IV of the Listing Regulation will not be applicable to theCompany thus The Management Discussion and Analysis Report and Corporate GovernanceReport are not forming part of the board Report.
7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND:
Since there was no Dividend declared in past years the provisions of Section 125 ofthe Companies Act 2013 do not apply.
8. MATERIAL CHANGES:
There have been no material changes and commitments affecting the financial position ofthe Company since the close of financial year i.e. since 31st March 2016.
9. EXTRACT OF THE ANNUAL RETURN AS PER SECTION 92 (3) OF COMPANIES ACT 2013:
The details forming part of the extract of the Annual Return in Form MGT 9 is annexedherewith as "Annexure -A".
10. MEETINGS OF THE BOARD:
During the Financial Year 2015-16 four Board Meetings were held viz on 30thMay 2015 14th August 2015 6th November 2015 and 8thFebruary 2016. The maximum gap between any two meetings did not exceed 120 days. Theboard was presented with all relevant information at its meeting including information asrequired under SEBI (LODR) Regulations 2015.
Attendance of Directors at the Meeting of board of Director held during the year is asunder:
BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL
In Accordance with the Provision of Section 152 of the Companies Act 2013 and theArticles of Association of the Company Mr. Dinesh Jain Director of the Company willretire by rotation and being eligible; offer himself for re-appointment at the ensuingAnnual General Meeting:
The following are the Key Managerial Personnel of the company pursuant to Section 203of Companies Act 2013:-
Managing Director : Mr. Amit Agrawal
Company Secretary : CS Shifali Singh
Mr. Amit Agrawal was appointed as Managing Director for the term of Five consecutiveyears with effect from 1st October 2011 by the Shareholders at meeting held on13th July 2012. The Board of Directors at their meeting held on 10thAugust 2016 has approved re-appointment of Mr. Amit Agrawal as Managing Director for aperiod of five years subject to the approval of the Shareholder. Accordingly approval issought for his re-appointment as Managing Director of the Company for a period of fiveyears effective from 1st October 2016 to 30th September 2021.
The Board of Directors in its meeting held on 8th February 2016 appointedMs. Shifali Singh as Company Secretary of the Company w.e.f 1st March 2016.The Company is in search of suitable personnel to be appointed as CFO (Key ManagerialPersonnel). The Company will appoint this KMP as and when finds suitable candidate for thesame.
11. INDEPENDENT DIRECTORS
The following Independent Directors who were appointed in 20th AnnualGeneral Meeting for a period of Five (5) years continue to be on the Board and not liableto retire by rotation.
1. Ms. Surabhi Agrawal
2. Mr. Girwarsingh Shekhawat
3. Mr. Ravindra Joshi
All Independent Directors have given declarations as required under Section 149 (7) ofthe Act that they meet all the criteria of Independence as laid down under Section 146(6)of the Companies Act 2013.
During the year the Non-Executive Director of the Company had no pecuniaryrelationship or transaction with the Company.
(a) Statutory Auditor:
In compliance with the Companies (Audit and Auditors) Rules 2014 M/s Mehra Anil &Associates Chartered Accountants Ahmedabad (FRN: 117692W) Statutory Auditor will retireat the forthcoming Annual General Meeting and are eligible for reappointed as StatutoryAuditors of the Company till the conclusion of the next Annual General Meeting asrecommended by Board of Directors at their meeting held on 10th August 2016for the Financial Year. 2016-17 as approved by the members at their 22ndAnnual General Meeting held on 20th September 2016.
(b) Secretarial Auditor:
In terms of Section 204(1) of the Companies Act 2013 and Rule 9 of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 The Board of Directorsof the Company appointed CS. Ashish C. Doshi-SPANJ & Associates Practicing CompanySecretaries Ahmedabad (Unique Code of Partnership Firm: P2014GJ34800) as SecretarialAuditor of the Company to conduct Secretarial Audit for the Financial Year 2016-17.
The Secretarial Audit Report of CS. Ashish C. Doshi Practising Company Secretary forthe Financial Year ended 31st March 2016 is annexed as "AnnexureB".
(c) Internal Auditor:
The Board of Directors has appointed M/s. Jagdish Verma & Company CharteredAccountants Ahmedabad (FRN: 103837W) as Internal Auditors of the Company for theFinancial Year 2016-17 in their Board of Directors Meeting held on 27th May2016.
As regards the comments made in the Auditor's Report the Board is of the opinion thatthey are self-explanatory and does not warrant further clarification.
13. PARTICULARS OF LOANS GUARANTEES OR INVESTMENT UNDER SECTION 186:
14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO INSUB-SECTION (1) OF SECTION 188 OF THE COMPANIES ACT 2013:
All transactions with related parties were in the ordinary course of business and atarm's length. The company has not entered into any transaction of a material nature withany of the related parties which are in conflict with the interest of the company.
The details of related party transactions are disclosed in Note No. 15 attached to andforming part of the accounts.
15. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:
(A) Conservation of energy and Technology absorption
The particulars as required under the provisions of Section 134(3) (m) of the CompaniesAct 2013 in respect of conservation of energy and technology absorption have not beenfurnished considering the nature of activities undertaken by the company during the yearunder review.
(B) Foreign exchange earnings and Outgo
There were no foreign exchange earnings and outgo during the year under review.
16. REPORT ON RISK MANAGEMENT POLICY:
The Company has laid down a Risk Management Policy and identified threat of such eventswhich if occurs will adversely affect either/or value to shareholders ability of companyto achieve objectives ability to implement business strategies the manner in which thecompany operates and reputation as "Risks". Further such Risks are categorizedin to Strategic Risks Operating Risks & Regulatory Risks. A detailed exercise iscarried out to identify evaluate manage and monitoring all the three types of risks.
17. FIXED DEPOSITS:
The Company has not accepted any deposits during the Financial Year and as such noamount of principal or interest was outstanding as on 31st March 2016.
18. PERFORMANCE EVALUATION:
Pursuant to the provisions of the Companies Act 2013 & Regulation 17 of SEBIListing Regulations 2015 (LODR) the Board has carried out an annual performanceevaluation of the Board as a whole and evaluation of the other Board Members and theDirectors expressed their satisfaction with the evaluation process.
19. COMMITTES OF THE BOARD:
The Company's Board has the following Committees:
i. Audit Committee
ii. Stakeholder Relationship Committee
iii. Nomination & Remuneration Committee
(i) AUDIT COMMITTEE
As on 31st March 2016 the Audit Committee comprise of 3 Directors/Membersout of which 2 are Independent Directo' All the Members of the Audit Committee are wellQualified experienced and possess sound knowledge of finance accounting practices andinternal controls.
The composition of Audit Committee and details of meetings of Audit Committee andattendance of the members at the meetings during the Financial Year 2015-16 are as under:
(ii) STAKEHOLDER RELATIONSHIP COMMITTEE
In Compliance of Provisions of Section 178 of Companies Act 2013 Board hasconstituted Stakeholders' Relationship Committee inter alia to consider and reviewthe Complaints received from shareholders. The Composition of Stakeholder RelationshipCommittee as on 31st March 2016 and attendance of the members during theFinancial Year 2015-16 is as under:
(iii) NOMINATION AND REMUNERATION COMMITTEE AND POLICY THEREON
In Compliance with Section 178 of the Companies Act 2013 the Board has constitutedthe "Nomination and Remuneration Committee" (NRC). During the year under reviewone meeting of NRC was held on 8th February 2016.
The Composition of Nomination and Remuneration as on 31st March 2016 andattendance of the members during the year 201516 is as under:
Policy for selection and appointment of Directors and Key Managerial Personnel andtheir remuneration
The Nomination and Remuneration Committee (NRC) has adopted a Charter which interalia deals with the manner of selection of Board of Directors and Key ManagerialPersonnel and their remuneration.
A. Appointment criteria and qualifications:
1. The Committee shall identify and ascertain the integrity qualification expertiseand experience of the person for appointment as Director KMP or at Senior Managementlevel and recommend to the Board his/her appointment.
2. A person should possess adequate qualification expertise and experience for theposition he/she is considered for appointment. The Committee has discretion to decidewhether qualification expertise and experience possessed by a person aresufficient/satisfactory for the concerned position.
3. The Company shall not appoint or continue the employment of any person as Whole-timeDirector who has attained the age of 70 years. Provided that the term of the personholding this position may be extended beyond the age of seventy years with the approval ofshareholders by passing a special resolution based on the explanatory statement annexed tothe notice for such motion indicating the justification for extension of appointmentbeyond 70 years.
1. Managing Director/Whole-time Director:
The Company shall appoint or re-appoint any person as its Executive Chairman ManagingDirector or Executive Director for a term not exceeding five years at a time. Nore-appointment shall be made earlier than one year before the expiry of term.
2. Independent Director:
An Independent Director shall hold office for a term up to five consecutive years onthe Board of the Company and will be eligible for re-appointment on passing of a specialresolution by the Company and disclosure of such appointment in the Board's report.
No Independent Director shall hold office for more than two consecutive terms but suchIndependent Director shall be eligible for appointment after expiry of three years ofceasing to become an Independent Director. Provided that an Independent Director shallnot during the said period of three years be appointed in or be associated with theCompany in any other capacity either directly or indirectly. However if a person who hasalready served as an Independent Director for five years or more in the Company as on 1stOctober 2014 or such other date as may be determined by the Committee as per regulatoryrequirement he/she shall be eligible for appointment for one more term of five yearsonly.
- At the time of appointment of Independent Director it should be ensure that no suchDirector should serve as an Independent Director in more than seven listed entitiesfurther any Director who is serving as a Whole-time Director in any listed entity shallserve as an Independent Director in not more than 3 listed entities.
During the year under review the Committee shall carried out evaluation of performanceof every Director KMP and Senior Management Personnel.
Due to reasons for any disqualification mentioned in the Companies Act 2013 rulesmade there under the Committee may recommend to the Board with reasons recorded inwriting removal of a Director KMP or Senior Management Personnel subject to theprovisions and compliance of the said Act rules and regulations.
The Director KMP and Senior Management Personnel shall retire as per the applicableprovisions of the Companies Act 2013 and the prevailing policy of the Company. The Boardwill have the discretion to retain the Director KMP Senior Management Personnel in thesame position/remuneration or otherwise even after attaining the retirement age for thebenefit of the Company.
B. Remuneration Policy
1. The remuneration/compensation/commission etc. to the Whole-time Director KMP andSenior Management Personnel will be determined by the Committee and recommended to theBoard for approval. The remuneration/compensation/commission etc. shall be subject to theprior/post approval of the shareholders of the Company and Central Government whereverrequired.
2. The remuneration and commission to be paid to the Whole-time Director shall be inaccordance with the percentage/slabs/conditions laid down in the Articles of Associationof the Company and as per the provisions of the Companies Act 2013 and the rules madethereunder.
3. Increments to the existing remuneration/compensation structure may be recommended bythe Committee to the Board which should be within the slabs approved by the Shareholdersin the case of Whole-time Director. Increments will be effective from 1st Aprilunless otherwise decided by the board.
4. Where any insurance is taken by the Company on behalf of its Whole-time DirectorChief Executive Officer Chief Financial Officer the Company Secretary and any otheremployees for indemnifying them against any liability the premium paid on such insuranceshall not be treated as part of the remuneration payable to any such personnel. Providedthat if such person is proved to be guilty the premium paid on such insurance shall betreated as part of the remuneration.
Remuneration to Whole-time/Executive/Managing Director KMP and SeniorManagement Personnel:
1. Fixed pay:
The Whole-time Director/KMP and Senior Management Personnel shall be eligible for amonthly remuneration as may be approved by the Board on the recommendation of theCommittee. The breakup of the pay scale and quantum of perquisites including employer'scontribution to P.F pension scheme medical expenses club fees etc. shall be decided andapproved by the Board on the recommendation of the Committee and approved by theshareholders and Central Government wherever required.
2. Minimum Remuneration:
If in any financial year the Company has no profits or its profits are inadequatethe Company shall pay remuneration to its Managing Director and Whole-time Directors inaccordance with the provisions of Schedule V of the Companies Act 2013 and if it is notable to comply with such provisions with the previous approval of the Central Government.
3. Provisions for excess remuneration:
If any Whole-time Director draws or receives directly or indirectly by way ofremuneration any such sums in excess of the limits prescribed under the Companies Act2013 or without the prior sanction of the Central Government where required he/she shallrefund such sums to the Company and until such sum is refunded hold it in trust for theCompany. The Company shall not waive recovery of such sum refundable to it unlesspermitted by the Central Government.
Remuneration to Non- Executive/Independent Director:
The remuneration/commission shall be fixed as per the slabs and conditions mentioned inthe Articles of Association of the Company and the Companies Act 2013 and the rules madethereunder.
2. Sitting Fees:
The Non- Executive/Independent Director may receive remuneration by way of fees forattending meetings of Board or Committee thereof. Provided that the amount of such feesshall not exceed Rs.One Lakh per meeting of the Board or Committee or such amount as maybe prescribed by the Central Government from time to time.
Commission may be paid within the monetary limit approved by shareholders subject tothe limit not exceeding 1% of the profits of the Company computed as per the applicableprovisions of the Companies Act 2013.
20. VIGIL MECHANISM:
Pursuant to the provisions of Section 177(9) & (10) of the Companies Act 2013 aVigil Mechanism or 'Whistle Blower Policy' has established for directors employees andother stakeholders to report genuine concerns about unethical behavior actual orsuspected fraud or violation of the Company's code of conduct or ethical policy.
21. INTERNAL CONTROL SYSTEM:
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The Company has engaged the services of an IndependentChartered Accountant to carry out the Internal Audit. The Internal Auditor places InternalAudit reports in the meeting of Audit Committee.
The Internal Auditor monitors and evaluates the efficacy and adequacy of internalcontrol system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company. Based on the report of InternalAuditor process owners undertake corrective action in their respective areas and therebystrengthen the controls. Significant Audit observations and corrective actions thereon waspresented before the Board.
22. CORPORATE SOCIAL RESPONSIBILITIES
The company does not meet the criteria of Section 135 of Companies Act 2013 read withthe Companies (Corporate Social Responsibility Policy) Rules 2014 however there is norequirement to constitute Corporate Social Responsibility Committee.
23. RATIO OF REMUNERATION TO EACH DIRECTOR
The company is not require to make disclosures pursuant to Rule 5 of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 relating to ManagerialRemuneration as Company is not paying any remuneration to its Directors or other KeyManagerial Personnel.
24. LISTING OF SHARES
The Equity Shares of the Company are listed on the Bombay Stock Exchange Limited (BSE)with scrip code No. 531960 and on the Ahmedabad Stock Exchange (ASE) with scripcode No. 28484. The Company confirms that the annual listing fees to both the stockexchanges for the Financial Year 2015-16 have been paid.
27. LISTING AGREEMENT
The Securities and Exchange Board of India (SEBI) on September 2 2015 issued SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 with the aim toconsolidate and streamline the provisions of the Listing Agreement for different segmentsof Capital Markets to ensure better enforceability. The said regulations were effectivefrom December 1 2015. Accordingly all listed companies were required to enter into theListing Agreement within six months from the effective date. The Company entered intolisting agreement with the BSE & ASE.
25. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
The Bombay Stock Exchange Limited wide its letter dated 27th February 2015trading in securities of the company have been suspended due to various reasons w.e.f. 4thMarch 2015. No other significant and material orders passed by the Regulators or Courtsor Tribunals impacting the going concern status and Company's operations in Future
26. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE
The information required pursuant to Section 197 read with rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. In terms of Section 136 of the Act thereports and accounts are being sent to the members and others entitled thereto excludingthe information on employees' particulars which is available for inspection for themembers at the Registered office of the Company during business hours on working days ofthe company up to the date of ensuing Annual General Meeting. If any member is interestedin inspecting the same may write to the company in advance.
27. SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION PROHIBITION AND REDRESSAL)ACT 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy against sexual harassment in line with the provisions of Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013 and the rules framedthereunder. During the Financial Year 2015-16 the Company has not received any Complaintson sexual harassment and hence no complaints remain pending as of 31st March2016.
28. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(3) (c) & Section 134(5) of the Companies Act 2013 theBoard of Directors of the Company confirms that-
a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures
b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;
c) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
d) The directors had prepared the annual accounts on a going concern basis; and
e) That proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively.
f) The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
Your Directors wish to express their grateful appreciation to the continuedco-operation received from the Banks Government Authorities Customers Vendors andShareholders during the year under review. Your Directors also wish to place on recordtheir deep sense of appreciation for the committed service of the Executives staff andWorkers of the Company.