Your Directors have pleasure in presenting Annual Report together with the AuditedAccounts of the Company for the year ended 31st March 2017.
1. FINANCIAL RESULTS
Your Company financial performance during the year 2016 - 17 is summarized below:
|Particulars ||2016-2017 ||2015-2016 |
|Income from Operations ||30.62 ||19.54 |
|Other Income ||0.25 ||0.00 |
|Less: Expenses ||27.48 ||20.22 |
|Profit/(Loss) Before Tax ||3.39 ||(0.68) |
|Less: Taxation ||- ||- |
|Profit/(Loss) After Tax ||3.39 ||(0.68) |
The Company's Net Profit for the Financial Year ended March 31 2017 stood at Rs. 3.39lacs as against a loss of Rs.0.68 lacs in the previous year.
The Board of Directors express their inability to recommend any dividend on equityshares for the year ended March 31 2017 due to minimal profit.
4. PUBLIC DEPOSITS
During the year the Company has not accepted any deposit.
5. CHANGES IN SHARE CAPITAL
The Company has not issued any kind of shares or securities during the year underreview.
M/s Prakash Modi & Associates Chartered Accountants were appointed as StatutoryAuditor of the Company in the previous AGM held on September 30 2016 and their termexpires at the subsequent fourth AGM being eligible the Board has recommendedratification of appointment of M/s Prakash Modi & Associates as the Statutory Auditorsof the Company from the conclusion of this Annual General Meeting till the conclusion ofsubsequent third Annual General Meeting and fixation of their remuneration.
7. SECRETARIAL AUDITORS
Mr. Shailesh Daga Practising Company Secretary was appointed as Secretarial Auditor toconduct the Secretarial Audit of the Company for the Financial Year 2016-2017 pursuant tosection 204 of the Companies Act 2013 and rules made thereunder. The Secretarial AuditReport for the FY 2016-2017 forms part of the Annual Report.
8. COMMENTS ON AUDITORS' REPORT
The Auditors' Report on the financial statement for the current year isself-explanatory therefore does not require any further explanation.
9. DIRECTORSAND KEY MANAGERIAL PERSONNEL
During the year under review Mrs. Abha Kapoor has been appointed as Director (Finance)and Chief Financial Officer of the Company. Mr. Atul Anand has been appointed as ManagingDirector and Mr. Ashok Sahu has been appointed as Non-Executive Independent Director.
10. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF
REMUNERATION AND DISCHARGE OF THEIR DUTIES
Company's policy relating to directors appointment payment of remuneration anddischarge of their duties is annexed herewith as Annexure II.
11. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN
EXCHANGE EARNINGS AND OUTGO
The information pertaining to Conservation of Energy Technology Absorption and ForeignExchange earnings and outgo as required under section 134(3)(m) of the Companies Act 2013read with rule 8(3) of the Companies (Accounts) Rules 2014 is annexed to this report asAnnexure I.
12. VIGIL MEGHANISM
The Company has established a Vigil Mechanism that enables the Directors and Employeesto report genuine concerns. The Vigil Mechanism provides for (a) adequate safeguardsagainst victimization of persons who use the Vigil Mechanism; and (b) direct access to theChairperson of the Audit Committee of the Board of Directors of the Company in appropriateor exceptional cases. The web link for the policy ishttp://www.rubramed.com/policies/Whistle-Blower-Policy.pdf
13. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
The company has in place a policy for prevention of sexual harassment in accordancewith the requirements of the Sexual Harassment of women at workplace (PreventionProhibition
& Redressal) Act 2013. Internal Complaints Committee has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy. The Company did not receive anycomplain during the year 2016-17.
14. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Company does not have any funds lying unpaid or unclaimed for a period of seven years.Therefore there were no funds which were required to be transferred to Investor Educationand Protection Fund (IEPF).
15. PARTICULARS OF EMPLOYEES
The Company does not have any employee/Director who is in receipt of remunerationaggregating to the sum prescribed in Section 197 of the Companies Act 2013 ("theAct") read with Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.
16. CORPORATE SOCIAL RESPONSIBILITY
The Company has minimal profit in the year under review. Hence the CSR Provisions doesnot apply to the company.
17. RELATED PARTY TRANSACTIONS
Transaction with related party is disclosed in Notes to Accounts. The web link for therelated party transaction ishttp://www.rubramed.com/policies/Related-Party-Transaction.pdf
18. PARTICULARS OF LOANS GIVEN GUARANTEES GIVEN OR INVESTMENTS
MADE UNDER SECTION 186 OF COMPANIES ACT 2013
Particulars of loans guarantees and investments made by Company pursuant to Section186 of the Companies Act 2013 are given in the notes to the financial accounts forms partof the Annual Report.
19. RISK MANAGEMENT
The Company has devised and implemented a mechanism for risk management and hasdeveloped a Risk Management Policy. The Policy provides for creating a Risk Registeridentifying internal and external risks and implementing risk mitigation steps.
20. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company proactively keeps its Directors informed of the activities of the Companyits management and operations and provides an overall industry perspective as well asissues being faced by the industry.
21. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134 of the Act the Directors state that:
(a) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures if any;
(b) Appropriate accounting policies have been selected and applied consistently andhave made judgments and estimates that are reasonable and prudent so as to give a trueand fair view of the state of affairs of the Company as at March 31 2017 and of theprofit and loss of the Company for the year ended March 31 2017;
(c) Proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
(d) The annual accounts have been prepared on a going concern basis;
(e) Proper internal financial controls were followed by the Company and such internalfinancial controls are adequate and were operating effectively;
(f) Proper systems are devised to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.
22. CORPORATE GOVERNANCE
Pursuant to Regulation 15(2) of the Securities Exchange Board of India (ListingObligations and Disclosure Requirements) 2015 compliance of Corporate Governance is notmandatory. However the company has complied with the provisions of Regulation 17 to 27 ofthe Securities Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 to the extent possible. A separate section on Corporate Governanceforms part of the Directors' Report as stipulated in Securities Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 of the ListingAgreement is included in the Annual Report as Annexure III.
23. DECLARATION BY INDEPENDENT DIRECTOR
Pursuant to Section 149(6) of the Companies Act 2013 and SEBI (Listing Obligation andDisclosure Requirement) Regulations 2015 the Independent Directors of the Company havegiven the declaration to the Company that they qualify the criteria of independence asrequired under the Act.
24. BOARD EVALUATION
Pursuant to the provisions of Companies Act 2013 and SEBI (Listing Obligation andDisclosure Requirement) Regulations 2015 as well as in Section 177 of the Companies Act2013 the Board has carried out annual performance evaluation of its own performance thedirectors individually as well the evaluation of the working of its Audit Nomination&
Remuneration and Stakeholder committee including the Chairman of the Board who wereevaluated on parameters such as level of engagement and contribution and independence ofjudgment thereby safeguarding the interest of the Company. The performance evaluation ofthe Independent Directors was carried out by the entire Board. The performance evaluationof the Chairman and the Non Independent Directors was carried out by the IndependentDirectors. The Directors expressed their satisfaction with the evaluation process.
25. SEPARATE INDEPENDENT DIRECTOR COMMITTEE MEETING
The Board of Directors of the Company meets once in every Financial Year without thepresence of Executive Directors and Management of the Company. The role of the Committeeis as per the provisions of Companies Act 2013 as well as the Securities Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015.
26. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith as Annexure IV.
27. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS
During the year there were no significant & material orders passed by theRegulating Authority except revocation of suspension on February 23 2017.
Your Directors takes opportunity to show gratitude towards the assistance andco-operation received from Shareholders.
For and on Behalf of the Board of Directors of
RUBRA MEDICAMENTS LIMITED
Date: May 26 2017
ANNEXURE TO DIRECTORS' REPORT
A. CONSERVATION OF ENERGY
(a) Major ene rgy conservation measures taken during the year:
The Company has taken adequate measures to conserve energy by continuous monitoring andeffective use of energy which is continuous process.
(b) Additional investment and proposals if any being implemented for reduction ofconsumption of energy:
No additional investment proposed.
(c) Impact of measures at (a) and (b) above for reduction of energy consumption andconsequent impact on the cost of production of goods:
Since it is continuous process of monitoring and usage the impact is not quantifiable.
|(d) Electricity consumed during the year - ||2016-17 ||2015-16 |
| ||18400 ||2000 |
B. TECHNOLOGY ABSORPTION
Particulars with respect to technology absorption are given below: A. Research andDevelopment (R & D) i. Specific areas in which R & D carried out by theCompany:
The Company has not carried out any research and development activities during the yearunder review. ii. Benefits derived as a result of the above R & D: Not Applicable iii.Future plan of Action: Nil iv. Expenditure on R & D.: Nil
B. Technology absorption adaption and innovations: Nil
C. FOREIGN EXCHANGE EARNINGS AND OUTGO: Nil
POLICY RELATING TO DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTMENT PAYMENT OFREMUNERATION AND DISCHARGE OF THEIR DUTIES
Extracts of the Policy are as under:
Appointment of Directors:
The appointments of Directors are recommended by the Nomination and RemunerationCommittee of the Company however all the appointments are subject to approval of Board ofDirectors of the Company.
Remuneration to Directors and Key Managerial Personnel:
None of the directors are entitled to any Remuneration or any sitting fees howeverreimbursement of expenses is allowed wherever expense is made for the Company.
Company Secretary of the Company is entitled to fixed remuneration which is fixed bythe Managing Director of the Company.
Discharge of Duties:
Directors and KMP are required to perform all the duties which are mentioned under theArticles and all other duties as may be prescribed by the Board of Directors of theCompany.