Your Directors are pleased to present the 30th Annual Report along with theCompany's Audited Financial Statement for the financial year ended March 312015.
(Rs. In Lacs]
|Particulars || |
|Sales & Other Income ||703 ||6.17 |
|Total Expenditure ||61.30 ||23.19 |
|Earning before Finance Cost Deprecations Tax ||(54.27) ||(17.02) |
|Less: Finance Cost ||36.65 ||4.77 |
|Depreciation & Amortization Expenses ||24.81 ||1919 |
|Profit/ (loss) before Tax and extraordinary items ||(115.73) ||(40.98) |
|Exceptional & Extraordinary items ||2.81 ||6.58 |
|Profit/ (loss) before Tax ||(118.54) ||(47.56) |
|Current Tax ||. ||- |
|Profit/ (Loss) for the Year ||(118.54) ||(47.56) |
|8asic & Diluted Earnings Per Equity Shares of Face Value of Rs. 10/- each. ||(2.30) ||(0.81) |
The8oard of Directors of the company has not recommended any dividend for the financialyear 2014-15.
The Company has resumed its manufacturing and trading activities during the month ofDecember 142014of the products mainly used in Hospital hygiene Sector and other Sectorswhere hygiene is to be maintained. The products are disposable new to the users and willtake some time to establish its presence in the market.
REVOCATION OF SUSPENSION OFLISTING ON BSE
Your Directors are pleased to inform that the suspension of trading of equity sharesof the Company on 8SE Ltd has been revoked with effect from April 252014.
During the financial year 2014-15 your Company has not accepted any deposit within themeaning of Sections 73 and 74 of the Companies Act; 2013 read together with the Companies(Acceptance of Deposits] Rules 2014.
MATERIAL CHANGES OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR UNDER REVIEW AND THEDATE OF THE REPORT
There have been no material changes which affects the financial position of the Companyhad taken place during the time period between end of the financial year under review andthe date of the report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis forms an integral part of this Report asstipulated under Clause 49 of the Listing Agreement with Stock Exchange is set out in theAnnexure forming part of Annual Report marked as Annexure "A".
CORPORATE GOVERN AN CF.
Corporate Governance is an ethically driven business process that is committed tovalues aimed at enhancing an organizations brand and reputation. The new Companies Act2013 and amended Listing Agreement have strengthened the governance regime in the country.The Company is in compliance with the governance requirements provided under the new lawand had proactively adopted many provisions of the new law ahead of time. The Company iscommitted to maintain the highest standards of corporate governance and adhere to thecorporate governance requirements set out by SEB1. Report on Corporate Governance isforming part of the Annual Report as Annexure "B".
A separate report on Corporate Governance is provided together with Certificate fromthe Statutory Auditors of the Company regarding compliance of conditions of CorporateGovernance as stipulated under Clause 49 of the Equity Listing Agreement with the StockExchange. A Certificate of the Chairman and MD of the Company in terms of sub-clause IX ofClause 49 of Equity Listing Agreement inter alia confirming the correctness of thefinancial statements and cash flow statements adequacy of the internal control measuresand reporting of matters to the Audit Committee is also annexed.
EXTRACT OF THE ANNUAL RETURN
Extract of Annual Return in Form No. MGT 9 is attached pursuant to Section 134(3) tothe Companies Act 2013asAnnexure "C".
The details of the number of Board and Committee meetings of the Company are set out inthe Corporate Governance Report which forms part of this Report.
DIRECTORS RESPONSIBILITY STATEMENT
Your Directors state that:
a) in the preparation of the annual accounts for the year ended March 31 2015 theapplicable accounting standards read with requirements set out under Schedule 111 to theAct have been followed and there are no material departures from the same;
b) the Directors have 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 as at March 312015 and of the profit ofthe Company for the year ended on that date;
c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the annual accounts on a 'going concern basis;
e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and
f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively
DISCLOSURE BY INDEPENDENT DIRECTORS
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under section 149(6) of the Companies Act 2013 and Clause49 ofthe Listing Agreement.
Mr. Ajay Kasat (DIN-05269584) was appointed as an additional Director and in accordancewith Section 196 197 and 203 of the Companies Act 2013 and the Articles of Associationof the Company Mr. Ajay Kasat (DIN: 05269584) was thereafter also designated as aManaging Director of the Company w.e.f. 15thjanuary 2015 for the term of three yearssubject to the approval of Members at the ensuing Annual General Meeting Smt. KrishnaJajoo (DIN- 02590793) was appointed as Additional Director of the Company we.f 15ftJanuaiy2015 and is being proposed for appointment as non-Executive Director of the Companyliable to be retiring by rotation subject to the approval of members.
Mr. Arpit Bangur (DIN 02600716) retires by rotation at ensuing Annual General Meetingand being eligible offer himself for reappoint.
8rief resume of Directors seeking appointment and re-appointment as stipulated underclause 49 of Listing Agreement has been provided as Annexure to the Notice ofAGM of theCompany
During the year under review Mr. Beni Gopal Lahotl has resigned from the directorshipof the Company w.e.f. 20.01.2015. The Board appreciates the services and the valuablesupport rendered by him during the tenure of his directorship.
KEY MANAGERIAL PERSONNEL
The Key Managerial Personnel (KMP) in the Company as per Section 203 of the CompaniesAct 2013 are as follows:
Mr. AJAY KASAT: Managing Director (DIN: 05269584)
Mr. SACHIN SARDA: Company Secretary (PAN: AXWPS3668P) with effect from June 12015.
POLICY DN DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The Remuneration Policy of the Company is designed to attract motivate and retainmanpower in a competitive and international market. The policy reflects the Company'sobjectives for good corporate governance as well as sustained long-term value creation forshareholders. The Remuneration Policy applies to the Company's senior managementincluding its Key Managerial Person and Board of Directors. The Nomination andRemuneration Policy for the members of Board and Executive Management is available on theComp any's web site www. raajmedisafeindia.com.
EVALUATIDN DF BOARD. COMMITTEES AND INDIVIDUAL DIRECTORS:
The Company has devised a Policy for performance evaluation of In dependent and otherDirectors Board as a whole and committees thereof which include criteria for performanceevaluation of the executive and non executive directors.
The Board of directors have formulated and adopted a policy on appointment /remuneration of directors including criteria for determining qualification positiveattributes independence of the directors and other matters. This policy also covers theperformance evaluation of all directors Board committees and Key Managerial Personnel.An exclusive meeting of the Independent Director of the Company has been held on 17thFebruary 2015 which was attended by all the Independent Directors. They havereviewed the performance of the non independent directors and the Board as a wholeperformance of the Chairperson and quality of information to the Board as provided underSchedule IV of the Companies Act 2013.
The Policy for evaluation of performance of the Board of Directors is available on theCompany's website www.raajmedisafeindia.com.
AUDITORS AND AUDITORS' REPORT
M/s. Nitin Vasant Garud& Co. Chartered Accountants Ujjain who are the statutoryauditors of the Company hold office till the conclusion of the forthcoming AGM and beingeligible have consented and offered themselves for re-appointment. Pursuant to theprovisions of section 139 of the Companies Act 2013 andthe Rules framed thereunder it isproposed to appoint M/s. Nitin Vasant Garud & Co. Chartered Accountants Ujjain asstatutory auditors of the Company from the conclusion of the forthcoming AGM till theconclusion of the thirty fifth AGM to be held in the year 2020 subject to ratification oftheir appointment at every AGM.
The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation or adverse remark.
SECRETERIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel] Rules 2014 the Companyhas appointed Mr. Manish Maheshwari Practicing Company Secretary to conduct theSecretarial Audit of the Company. The Secretarial Audit Report is annexed herewith to thisReport and marked as Annexure ''D".
Reply to the emphasis points in the Report is as under:
|Emphasis Points ||Board's Reply |
|Company has not filed MGT 10 under Section 93 of Companies Act 2013 during the financial year. ||Due to the uncertainty of calculation of 2% of the top 10 shareholders we are not able to file the Form MGT 10. The Company was in process of filing MGT 10. |
|Company has not appointed Chief Financial Officer and Company Secretary as per Section 203 of the Companies Act 2013. ||The Company has appointed Company Se creta ry on Ju ne 1 2015. As regards appointment of CFO and Internal Auditor The Board submits that the Company was closed down since 2010 and resumes its |
|Company has not appointed Internal Auditor as per section 138 of the Companies Act. 2013. ||production in the later part of December 2014. However the Company is in the process of appointment of CFO and Internal Auditor. |
|Company has not published Notice of Board Meeting and Financial Results as per Clause 41 of the Listing Agreement with Stock Exchanges. ||Due to Non operation of the Company upto December 2014 Company has not published Notice of Board Meeting and Financial Results as per Clause 41 of the Listing Agreement with Stock Exchanges. |
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
During the financial year 2014-15 the Company has entered into transactions withrelated parties as defined under Section 2(76) of the Companies Act 2013 read withCompanies (Specification of Definitions Details) Rules 2014 which were in the ordinarycourse of business and on arms' length basis and in accordance with the provisions of theCompanies Act 2013 Rules issued there under and Clause 49 of the Listing Agreement.During the financial year 2014-15 there were no transactions with related parties whichqualify as material transactions under the Listing Agreement and the Companies Act.
In line with the requirements of the Companies Act 2013 and Equity Listing Agreementthe Company has formulated a Policy on Related Party Transactions which is also availableon Company's website at www.raajmedisafeindia.com. The Policy intends to ensure thatproper reporting; approval and disclosure processes are in place for all transactionsbetween the Company and Related Parties. Therefore the Company is not required to furnishany particulars in the Form AOC-2.
PARTICULARS OF LOANS GIVEN. INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIES PROVIDED
Pursuant to Section 134(3)(g) of the Companies Act 2013 particulars of loansguarantees or investments provided by the Company under Section 1B6 of the Act as at endof the Financial Year 2014-15 are disclosed in the Notes to the Financial Statementattached with the Board Report.
PARTICULARS OF EMPLOYEES
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 is as follows:
The company has one Managing Director and his remuneration Rs.50000/- per month w.e.f.I5'January 2015.
Further no sitting fees have been paid to any director during the year.
The particulars of the employees who are covered by the provisions contained in Rule5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are:
a) Employed throughout the year Nil
b) Employed for part of the year Nil
The remuneration paid to all Key Management Personnel was in accordance withremuneration policy adopted by the company.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Details of conservation of energy technology absorption and foreign exchange earningsand outgo as stipulated under Section 134 of the Companies Act 2013 read with theCompanies (Accounts) Rules 2014 is farming part of this report as Annexure "E".
During the year there were no foreign earnings as well as outgo.
In line with the regulatory requirements of Section 134(3) of Companies Act 2013 theCompany has framed a Risk Management Policy to identify and access the key business riskareas and to resolve the same risk for smooth operations. A detailed exercise is beingcarried out at regular intervals to identify evaluate manage and monitor all businessrisks. The Board periodically reviews the risks and suggests steps to be taken to controland mitigate the same through a properly defined framework.
INTERNAL FINANCIAL CONTROL
According to Section 134(5) (e) of the Companies Act 2013 the term Internal FinancialControl (IFC) means the policies and procedures adopted by the company for ensuring theorderly and efficient conduct of its business including adherence to company's policiesthe safeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information.
The Company has adequate system of internal controls to ensure that all the assets aresafeguarded and are productive Necessary checks and controls are in place to ensure thattransactions are properly verified adequately authorized correctly recorded and properlyreported.
SUBSIDIARIES. IOINT VENTURES AND ASSOCIATES COMPANIES
During the year under review pursuant to the provisions of section 2(6) 2(87) theCompany has no Subsidiaries joint venture and any associate Company.
Relation between the Management and its employees has been cordial. Your Directorsplace on record their appreciation of the efficient and loyalservicesrenderedbytheemployeesof theCompanyatalllevels.
The Directors wish to convey their appreciation for the co-operation extended bybankers and various Government agencies. The Directors also wish to thank theShareholders Employees Customers and Suppliers for their support and co-operation.
| ||By order of the Board. || |
| ||FOR RAAJ MEDISAFE INDIA LIMITED || |
|Place: Pithampur ||Sd/- ||Sd/- |
|Date : August 12 201S ||AJAY KASAT ||ARPIT BANGUR |
| ||MANAGING DIRECTOR ||CHAIRMAN |
| ||DIN:05269SB4 ||DIN:02600716 |