Dear MembersYour Directors have pleasure in submitting before you the Thirty SecondAnnual Report of the Company together with the Audited Statements of Accounts for thefinancial year ended 31st March 2018.
1. FINANCIAL RESULTS
The Company's financials for the year under review along with the corresponding figuresof the previous year's figures are as under:-.
| || |
(Amount in Lakhs)
| || |
For the year ended
| ||31-03-2018 ||31-03-2017 |
|Sales & Other Operations ||113.00 ||35.20 |
|Profit before Depreciation ||18.24 ||(18.44) |
|Less Depreciation ||- ||- |
|Net Profit/(Loss) after Interest and Tax ||18.24 ||(18.44) |
|Balance carried to Balance Sheet ||18.24 ||(18.44) |
|Earning per share ||0.23 ||(0.23) |
Your Company has adopted Indian Accounting Standards (Ind AS) with effect from April 12017 pursuant to the Companies (Indian Accounting Standard) Rules 2015 as notified by theMinistry of Corporate Affairs on February 16 2015. Accordingly your Company has preparedfinancial results on standalone basis as per Ind-AS for the first three quarters of the FY2017-18 and on and from the period ending March 31 2018 the formats forUnaudited/Audited quarterly financial results i.e. Statement of Profit and Loss and theUnaudited/ Audited Half-Yearly Balance Sheet are to be submitted to the stock exchangesshall be as per the formats for revised Balance Sheet and Statement of Profit and Loss asprescribed in Schedule III to the Companies Act 2013.
No dividend has been recommended by Board of Directors for the financial year 2017-18.Since the company has not declared any dividend for more than 10 years The provisions ofSection 125 (2) of the Companies Act 2013 do not apply.
There were no transfers to Reserves during the financial year 2017-18.
REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS
During the year under review your company achieved a turnover of Rs.113.0 Lakhs in theyear 2017-18 as compared to Rs. 35.20 Lakhs during 2017-2018. The Company is getting theirproducts of WHO GMP standards manufactured on Third Party manufacturing basis with areputed company in Hyderabad. The company is very confident of building very decentbusiness volumes in due course of time.
CHANGE IN THE BUSINESS OF THE COMPANY:
During the year under review the company did not change its line of activity.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management's Discussion and Analysis Report for the year under review as stipulatedunder SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ispresented in a separate section forming part of the Annual Report - Annexure A.
CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION
As per Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements)2015 provisions relating to corporate governance are not applicable to the company.However your Company has taken adequate steps to adhere to all the stipulations laid downunder SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. A reporton Corporate Governance is included as part of this Annual Report as Annexure - B".
LISTING & TRADING ON STOCK EXCHANGES
The Equity Shares of the Company are listed on The Bombay Stock Exchange LimitedMumbai. The Market price of the Share as on 31st March 2018 was 20.20 as compared toRs.8.20 per share on even date in 2017. The Company confirms that it has paid the AnnualListing Fee for the year 2018-19 to BSE.
|As on 31st March 2018 ||Authorised ||Paid-up || |
|No. of Equity Shares ||8000000 ||8000000 || |
|Face Value ||10.00 ||10.00 || |
|Share Capital in Rs. ||80000000 ||80000000 || |
During the period under review there was No increase in share capital of the Company.The Company has not issued any shares with differential rights and hence no information asper provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (ShareCapital and Debenture) Rules 2014 is furnished.
It was proposed the increase the Authorised Capital of the company from Rupees EightCrores divided into Eighty Lakh Shares of Rupees Ten Each at par to Rupees Ten Crore TenLakhs divided into One Crore One Lakh Equity Shares of Rupees Ten Each at Par. Howeverthe same is deferred to the current year.
DEMATERIALISATION OF SHARES
84.47% of the company's paid up Equity Share Capital is in dematerialized form as on31st March 2018 and balance 15.53% is in physical form and as of 31st March 2018. SEBIhas recently amended relevant provisions of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 to disallow listed companies from accepting request fortransfer of securities which are held in physical form with effect from December 5 2018.
Accordingly the shareholders who continue to hold shares of the company in physicalform even after this date will not be able to lodge the shares with company / its RTA forfurther transfer. They will need to convert them to demat form compulsorily if they wishto effect any transfer. Only the requests for transmission and transposition of securitiesin physical form will be accepted by the company / their RTAs.
The company has through its letter dated 28th June 2018 sent the communication throughpost for updation of KYC. Further 1st Reminder is enclosed in this Annual Report. Thecompany will take suitable steps after the second and final reminder in order to updatethe records and/or to save on costs of future communications if the share holder fails toupdate the KYC.
All the investors who are holding shares in physical form should consider opening ademat account at the earliest and submit request for dematerialization of their shares inorder to protect the liquidity of the shares.
The Board of Directors has carried out an annual evaluation of its own performanceBoard committees and individual directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed by SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 (SEBI Listing Regulations").
The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the Board composition and structureeffectiveness of board processes information and functioning etc.
The Board and the Nomination and Remuneration Committee (NRC") reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the Board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc.
In a separate meeting of independent Directors performance of non independentdirectors performance of the board as a whole was evaluated taking into account theviews of executive directors and non-executive directors. The same was discussed in theboard meeting that followed the meeting of the independent Directors at which theperformance of the Board its committees and individual directors was also discussed.
Change In Promoters Of The Company :
During the period under review there was a change in Promoters of the Company. Mr.Janaki Ram Ajarappu after Completion of the Open Offer with a majority equity stake of58% has been Classified as the Promoter of the Company by SEBI/BSE Vide their permissionletter dated 22nd March 2018.
Mr. Suchit Mohan Lal & Mr. Sushant Mohan Lal former Promoters of the Company wereofficially reclassified by SEBI/BSE as Non Promoters & public shareholders of theCompany.
Change of Name
The company had proposed to change the name of the company in the last AGM. Howeverall the suggested names given by the company were Not approved by the ROC. The companywill make efforts to propose new names and get the required Approvals from the concernedAuthorities.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANYOCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATEAND THE DATE OF THE REPORT
There are no other Material Changes and Commitments affecting the financial position ofthe Company which occurred between the end of the financial year to which the financialstatements relate and the date of this Report.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There is no order passed by any Court or Tribunal or forum which impacted or is likelyto impact the Going concern status" of the company.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS.
The company has adequate internal financial controls and has a separate Audit committeeto assess the internal controls and guide the company accordingly.
DETAILS OF SUBSIDIARIES JOINT VENTURES ASSOCIATE COMPANIES & THEIR PERFORMANCE
The Company has opened a Subsidiary Company in Singapore in the name & style of RALABS Pte Ltd in the month of October 2017 to expand the business of the companyinternationally. The operations of the Subsidiary did not commence in the period underreview.
The Company has also opened a Subsidiary Company in Hyderabad Telangana India in themonth of May 2018 in the name and style of ICP Solutions Private Limited to expand thebusiness of the company in Information Technology internationally.
The Company has neither given nor accepted any Public Deposits during the year underreview.
STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THECOMPANY
The Company has a Risk Management Policy. However the elements of risk threatening theCompany's existence are very minimal.
DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES
The provisions of Section 135 of the Companies Act 2013 relating to Corporate SocialResponsibility does not apply to the company.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013
There were no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 during the year under review and hence the said provision is notapplicable.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
There was no contract or arrangements made with related parties as defined underSection 188 of the Companies Act 2013 during the year under review.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement of Section 134 of the Companies Act 2013 the Board ofDirectors of the Company make the following statements to the best of their knowledge andbelief and according to the information and explanations obtained by them:
a) That in the preparation of the annual financial statements for the year ended March31 2018 the applicable accounting standards (IND AS) have been followed and there havebeen no material departures there from;
b) That the accounting policies mentioned in notes to the Financials Statements havebeen selected and applied consistently and judgments and estimates have been made that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at March 31 2018 and of the profits of the Company for the year ended on thatdate;
c) That 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) That the annual financial statements have been prepared on a going concern basis;
e) That proper internal financial control has been laid down to be followed by theCompany and such internal financial controls are adequate and operating effectively.
f) That proper systems are in place to ensure compliance with the provisions of allapplicable laws and such systems are adequate and operating effectively.
EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
There were no qualifications reservations or adverse remarks made by either theAuditors or by the Practicing Company Secretary in their respective reports except thefollowing Disclaimers:
a) Payment of Professional Tax due of Rs.38979/-
The company is in the process of clearing the small amount due on account ofprofessional Tax.
b) The company is making efforts to appoint a full time CFO & CS at the earliest.The candidates applying & being referred were highly experienced & were not inline with the size of the Company.
The provisions of section 148 of the company act 2013 does not apply to the company andhence no cost auditors is appointed
COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES
The Nomination & Remuneration Committee is vested with the powers to recommend theAppointment of a Director and fix recommend the Remuneration accordingly.
A) Details of the ratio of the remuneration of each director to the median employee'sremuneration and other details as required pursuant to Rule 5 (1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are as under:
|Name ||Designation ||Yearly |
| ||Remuneration (Rs). || |
|1. Mr. Suchit Mohan Lal ||Managing Director ||450000.00 |
|2. Mr. Sushant Mohan Lal ||Executive Director ||537000.00 |
|3. Smt. Vemuri Shilpa ||Independent Director ||NIL |
|4. Mr. Bhupendralal Waghray ||Independent Director ||NIL |
|5. Mr. VASUDEV ||Independent Director ||NIL |
|6. Mr. RAGHURAM ||Independent Director ||NIL |
The Remuneration of Mr.Suchit Mohan Lal was Rs. 900000.00 per Annum. However Mr.Suchit Mohan Lal had requested that he will not draw the monthly Remuneration for fewmonths in view of the open offer in the company. The request was accepted by the Board ofDirectors and a resolution was passed to this effect which effectively let to him drawingonly partial payment.
The Remuneration of Mr. Sushant Mohan Lal was increased to 900000.00 per Annum asapproved by the Shareholders in the last AGM. However he had requested that he will notdraw the monthly Remuneration for some period to enable the company to make a newbeginning. The request was accepted by the Board of Directors and a resolution was passedto this effect.
B) Details of every employee of the Company as required pursuant to 5 (2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 :
1. The Ratio as such is not applicable.
C) Any director who is in receipt of any commission from the company and who is aManaging Director or Whole-time Director of the Company shall receive any remuneration orcommission from any Holding Company or Subsidiary Company of such Company subject to itsdisclosure by the Company in the Board's Report - NIL
The extracts of the Annual Return pursuant to the provisions of Section 92 read withRule 12 of the Companies (Management and administration) Rules 2014 in Form MGT 9 isattached to this Report at Annexure 'F'.
The Board during the financial year 2017-18 met Twelve times. Detailed informationregarding the meetings of the Board are included in the report on Corporate Governancewhich forms part of the Board's Report.
The Company constituted 3 Committees as under:
(I) Audit Committee;
(II) Nomination & Remuneration Committee ;
(III) Share holders Grievance Relationship/Share Transfer Committee
The details are given as Annexure 'B' in the Corporate Governance Report. DIRECTORS
The Board as a main functionary is primarily responsible to ensure value creation forits stake holders. The Board of Directors and its committees through their leadership andguidance ensures the highest standards of corporate governance. There were 4 Directors onthe Board of the Company as at 31st March 2018. There is an appropriate combination ofIndependent & Non-Independent Directors on Board of the Company.
CHANGES IN DIRECTORS AND KEY MANEGERIAL PERSONEL
In accordance with the provisions of the Companies Act 2013 Sri. Vasudev Kommarajuwas appointed as Director and Sri Ragu Raguram was appointed as Independent Director on30th October 2017 Shri Bhupendralal Waghray . Independent Director resigned from theCompany as an Independent Director with effect from 30th October 2017 due to hispre-occupation. The appointments and Resignations were duly ratified in the in the AnnualGeneral Meeting held on 30th November 2017. Shri Suchit Mohan Lal Managing Directorresigned from the Company as the M.D & Director with effect from 31st March 2018 asenvisaged in the Open Offer of the Company and the resignation of the Directors wasaccepted by the Board.
Mr. Sushant Mohan Lal Director is the Compliance Officer of the Company.
DECLARATION BY INDEPENDENT DIRECTORS
The company has received necessary declarations from all the independent directors ofthe Company that they meet the criteria of independence as provided in sub-section (6) ofSection 149 of the Companies Act 2013 and Regulation 25 of SEBI (LODR) Regulations 2015.
DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM
The Audit Committee consists of the following members:
i) Shri Bhupendralal Waghray
ii) Smt Vemuri Shilpa
iii) Shri. Sushant Mohan Lal
The above composition of the Audit Committee consists of independent Directors viz.Shri Bhupendralal Waghray and Smt Vemuri Shilpa who form the majority.
ii) The Audit Committee was re-constituted on 30th October 2017 due to the Resignationand Appointment of the Independent Director. The Reconstituted Audit Committee consists ofthe following members:
i) Shri Ragu Raghuram
ii) Smt Vemuri Shilpa
iii) Shri. Sushant Mohan Lal
The above composition of the Audit Committee consists of independent Directors viz.Shri Ragu Raghuram and Smt Vemuri Shilpa who form the majority.
The Audit Committee reports to the Board. The Company has a vigil mechanism in place.
The company has formulated & adopted a Risk management policy at its board Meeting.As per the policy the management continues to review and assess the Risk and also takesteps for mitigating the same.