Your Directors have pleasure in presenting Annual Report together with the AuditedAccounts of the Company for the year ended 31st March 2015.
1. FINANCIAL RESULTS
Your Company financial performance during the year 2014-15 is summarized below:
(Rs. In Lacs)
|Particulars ||2014-2015 ||2013-2014 |
|Profit/(Loss) Before Depreciation ||(7.48) ||(5.86) |
|Less: Depreciation ||- ||- |
|Profit/(Loss) Before Tax ||(7.48) ||(5.86) |
|Less: Taxation ||- ||- |
|Profit/(Loss) After Tax ||(7.48) ||(5.86) |
The Companys Net Loss for the Financial Year ended March 31 2015 stood atRs.7.48 lacs as against Rs.5.86 lacs in the previous year.
During the year the Company has written off the loan and advances.
The Board of Directors express their inability to recommend any dividend on equityshares for the year ended March 31 2015 due to absence of profit.
4. PUBLIC DEPOSITS
During the year the Company has not accepted any deposit.
M/s. D M Oza & Associates and M/s G. S. Toshiniwal & Associates CharteredAccountants and Statutory Auditors of the Company resigned during the financial year dueto their preoccupations. The Board appointed Prakash Modi & Associates CharteredAccountants as Statutory Auditors to audit the books of accounts for the FY 2014-2015. TheCompany has received confirmation that their appointment if made would be within theprescribed limit specified under relevant sections of the Companies Act and that they arenot disqualified for such appointment. Your Directors recommend re-appointment of M/s.Prakash Modi & Associates as the Statutory Auditors of the Company for the currentfinancial year and fixation of their remuneration.
The Auditors Report on the financial statement for the current year isself-explanatory therefore does not require any further explanation.
Ramesh Chandra Bagdi & Associates were appointed as Secretarial Auditor to conductthe Secretarial Audit of the Company for the Financial Year 2014-2015 pursuant to section204 of the Companies Act 2013 and rules made thereunder.
The Secretarial Audit Report for the FY 2014-2015 forms part of the Annual Report.
In accordance with the Companies Act no director is liable to retire by rotation atthe ensuing Annual General Meeting.
8. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGSAND OUTGO
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of The Companies (Accounts) Rules 2014 is annexed.
9. 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.
10. 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.
11. CORPORATE SOCIAL RESPONSIBILITY
The Company has incurred loss in the year under review. Hence the CSR Provisions doesnot apply to the company.
12. RELATED PARTY TRANSACTIONS
No transactions were carried out between any of the related parties in the year underreview.
13. 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.
14. 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.
15. 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 2015 and of theprofit and loss of the Company for the year ended March 31 2015;
(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.
16. CORPORATE GOVERNANCE
As per SEBI circular the provision of Corporate Governance is not applicable to theCompany. However out of good corporate governance practice and to maintain trust andconfidence of Investors clients and customers company continues to comply with theprovisions of Clause 49 of the Listing Agreement.
A report on Corporate Governance along with a certificate from the Auditors of theCompany regarding the compliance of conditions of Corporate Governance and also theManagement Discussion and Analysis Report are annexed to this report.
17. DECLARATION BY INDEPENDENT DIRECTOR
Pursuant to Section 149(6) of the Companies Act 2013 and Clause 49 of the ListingAgreement the Independent Directors of the Company have given the declaration to theCompany that they qualify the criteria of independence as required under the Act.
18. BOARD EVALUATION
Pursuant to the provisions of Companies Act 2013 and clause 49 of the ListingAgreement the Board has carried out annual performance evaluation of its own performancethe directors 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.
19. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith.
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: September 04 2015 ||Director ||Director |
ANNEXURE TO DIRECTORS REPORT
A. CONSERVATION OF ENERGY
(a) Major energy conservation measures taken during the year:
The Company has taken adequate measures to conserves energy by continuous monitoringand effective 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) During the year company has only consumed electricity as follows:
| ||2013-14 ||2012-13 |
|Total Amount of electricity consumed ||Rs. 15364/- ||Rs. 7047/- |
B. TECHNOLOGY ABSORPTION
Particulars with respect to technology absorption are given below:
A. Research and Development (R & D)
i. Specific areas in which R & D carried out by the Company:
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