Desh Rakshak Aushdhalaya Limited
Your Directors have the pleasure of presenting the Thirty Eighth Annual Report of theCompany on the business and operations of the Company together with Audited Statement ofAccounts for the year ended March 31 2019.
|Particulars ||2018-2019 ||2017-2018 |
|Revenue from operations including other income ||55559776.00 ||51215574.00 |
|Profit before tax ||4153209.00 ||3498929.00 |
|Profit /(Loss) after tax ||3354132.00 ||2832207.00 |
|Profit for Appropriation Sub Total (A) ||3354132.00 ||2832207.00 |
|Transfer to General Reserve ||3354132.00 ||2832207.00 |
|Proposed Dividend ||0.00 ||0.00 |
|Tax on Dividend ||0.00 ||0.00 |
|Sub Total (B) ||0.00 ||0.00 |
|Balance carried to Balance sheet (A-B) ||0.00 ||0.00 |
CORPORATE SOCIAL RESPONSIBILITY:
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the provisions of Section 135 of the Companies Act 2013 are notapplicable to the company.
M/s Sudhanshu Jain & Associates Chartered Accountants were appointed asStatutory Auditors of the company at the Annual General Meeting held on 23rd September2017for a term of five consecutive years. As per the provisions of Section 139 of theCompanies Act 2013 the appointment of Auditors is required to be ratified by Members atevery Annual General Meeting.
In accordance with the Companies Amendment Act 2017 enforced on 7th May 2018 by theMinistry of Corporate Affairs the appointment of Statutory Auditors is not required to beratified at every Annual General Meeting.
The Report given by the Auditors on the financial statement of the Company is part ofthis Report. There has been no qualification reservation adverse remark or disclaimergiven by the Auditors in their Report.
M/s R K G & Associates Cost Accountants carried out the internal audit forapplicable businesses during the year. The Board of Directors have appointed M/s R K G& Associates Cost Accountants as internal auditors for the financial year 2019-2020.
There was no qualification reservation or adverse remark made by the Auditors in theirreport.
As required under Section 204 of the Act 2013 and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Company is required to appoint aSecretarial Auditor for auditing the secretarial and related records of the Company and toprovide a report in this regard M/S N.K Rastogi & Associates was appointed asthe Secretarial Auditor of the company and carried out the Secretarial Audit forapplicable businesses during the year.
The Board of Directors have appointted M/S N.K Rastogi & Associates CompanySecretaries as Secretarial Auditors for the financial year 2019-2020.
The Secretarial Audit Report made by practicing company secretary contains noqualification reservation or adverse remark.
DISCLOSURE OF REMUNERATION OF EMPLOYEES COVERED UNDER RULE 5(2) OF THE COMPANIES(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014:
None of the employee of your company who was employed throughout the financial yearwas in receipt of remuneration in aggregate of one crore and two crore rupees or more orif employed for the part of the financial year was in receipt of remuneration of Eightlakh rupees and fifty thousand per month.
Your Directors have not recommended any dividend on equity shares for the year underreview. As mentioned earlier the directors are not recommending any dividend for the yearunder review.
TRANSFER TO RESERVES:
The Company has transferred 33.54 Lacs to reserves for the year under scrutiny andaggregate balance of reserves and surplus is Rs 3354132.00
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICHHAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIALSTATEMENTS RELATE AND THE DATE OF THE REPORT:
No material changes and commitments affecting the financial position of the companyhave occurred between the end of the financial year of the company 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 OPERATION IN FUTURE:
There are no significant and material orders were passed by the regulators or courts ortribunals which affect the going concern status and future operation of the Company.Hence disclosure pursuant to Rule 8(5) (vii) of Companies (Accounts)Rules 2014 is notrequired.
LISTING OF SHARES:
The Companys shares are Listed on BSE Limited.
EXTRACT OF ANNUAL RETURN:
Pursuant to sub-section 3 (a) of Section 134 and sub-section (3) of Section 92 of theCompanies Act 2013 read with Rule 12 of the Companies (Management and Administration)Rules 2014 an extract of the Annual Return as at 31st March 2019 forms part of thisreport as Annexure I.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES MADE PURSUANT TOSECTION 188 OF THE COMPANIES ACT 2013:
Your Company has not entered into transactions with the related parties and hence theprovisions of Section 188 are not applicable. Hence Form AOC-2 does not form part of theBoard Report.
During the year under review the Company has not accepted any fixed deposits from thepublic and as on March 31 2019 the Company had no unclaimed deposits or interest thereondue to any depositor..
There is no change in the Authorised and Paid Up Share Capital of the company duringthe year.
The Authorised Share Capital of the Company is Rs. 100000000/- (Rupees Ten Croreonly) divided into 10000000 (One Crore) equity shares of Rs. 10/- each.
The Paid up share capital of the Company is Rs. 44383240/- (Rupees Four Crore FortyThree Lakh Eighty Three Thousand Two Hundred And Forty only) divided into 4438324 (FortyFour Lakh Thirty Eight Thousand Three Hundred And Twenty Four) equity shares of Rs. 10/-each.
STATE OF COMPANY S AFFAIRS:
The Company is engaged in the activities of Ayurvedic Medicines.
Your Company practices a culture that is built on core values and ethical governancepractices and is committed to transparency in all its dealings. A Report on CorporateGovernance along with a Certificate from Statutory Auditors of the Company regardingcompliance of conditions of Corporate Governance as stipulated under provisions ofRegulation 34 (3) and Schedule V of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is annexed to this Report as Annexure-II.
Declaration by the Managing Director inter alia confirming that the members of Boardof Directors have affirmed compliance with the code of conduct of the Board of Directorsis attached as Annexure A and forms part of Annual report.
Certificate of the CEO and CFO inter alia confirming the correctness of the financialstatements compliance with Company s Code of Conduct adequacy of the Internal Controlmeasures and reporting of matters to the Audit Committee in terms of Regulation 27 ofListing Obligation and Disclosure Requirement with the Stock Exchanges is attachedAnnexure B and forms part of Annual report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Mrs. Sudesh Jain director of the company shall be liable to retire by rotation at thecommencement of the ensuing Annual General Meeting and being eligible she offers herselffor re-appointment.
2. DECLARATION BY THE INDEPEDNENT DIRECTORS:
The Independent Directors have submitted a declaration that each of them meets thecriteria of independence as provided in Sub-Section (6) of Section 149 of the CompaniesAct 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
3. CHANGES IN KEY MANAGERIAL PERSONNEL:
The appointment of Key Managerial Personnel is mandatory as per Section 203 of theCompanies Act 2013 as the company fall in the limits as prescribed under section 203 ofCompanies Act 2013
The existing composition of the Company's board is fully in conformity with theapplicable provisions of the Companies Act 2013.
Mrs. Sudesh Jain Director of the Company who retires by rotation and being eligibleoffers herself for re-appointment at the forthcoming Annual General Meeting (AGM).
Changes During the Financial Year(2018-2019):
|Name ||Designation ||Date ||Appointment/Resignation |
|Mrs. AnjulAgarwal ||Independent Director ||15/06/2018 ||Resignation |
|CS Nikhil Sundrani ||Company Secretary ||01/07/2018 ||Resignation |
|CS Archana Pundir ||Company Secretary ||01/09/2018 ||Appointment |
|Mrs. Swapnla Gupta ||Additional Independent Director ||01/09/2018 ||Appointment |
|Mrs. Monika Jain ||Director ||14/11/2018 ||Resignation |
|Mr.Arihant Kumar Jain ||Director ||14/11/2018 ||Resignation |
Changes after the Financial Year up to the Date of Report:
|Name ||Designation ||Date ||Appointment/Resignation |
|Mrs. Monika Jain ||Additional Director ||01/06/2019 ||Appointment |
|Mr.Arihant Kumar Jain ||Additional Director ||01/06/2019 ||Appointment |
|Mr. Sachin Agarwal ||Independent Director ||02/08/2019 ||Resignation |
|CS Nikhil Sundrani ||Company Secretary ||01/08/2019 ||Appointment |
|Ms. Ekta Gupta ||Additional Independent Director ||02/08/2019 ||Appointment |
|CS Archana Pundir ||Company Secretary ||31/07/2019 ||Resignation |
MEETINGS OF THE BOARD OF DIRECTORS:
The Board of Directors of the Company met Eight times during the year on 29.05.201816.07.2018 13.08.2018 31.08.2018 13.11.2018 28.11.2018 13.02.2019 and 28.03.2019in respect of which proper notices were given and the proceedings were properly recordedsigned and maintained in the Minutes book kept by the Company for the purpose. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013.
The Audit Committee met 4 times during the financial year ended March 31 2019. TheStakeholders Relationship Committee met 4 times during the financial ended March 31 2019.The nomination and remuneration committee met 3 times during the financial year endedMarch 31 2019. Members of the Committees discussed the matter placed and contributedvaluable inputs on the matters brought before.
Additionally during the financial year ended March 31 2019 the Independent Directorsheld a separate meeting in compliance with the requirements of Schedule IV of theCompanies Act 2013 and Regulation 25 of SEBI (Listing Obligation and DisclosureRequirements) on 20.03.2019.
The company being a listed company falls under the criteria as defined under section177 of the Companies Act2013 and Rule 6 and 7 of Companies (Meetings of Board and itsPowers) Rules 2014 .The company has duly constituted the Audit Committee with Mrs.Swapnla Gupta (Chairman) Mr. Tosh Kumar Jain (Member) And Mr. Sachin Agarwal (Member) .
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 Obligation and DisclosureRequirements) Regulation 2015.
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 performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.
The Board and the Nomination and Remuneration Committee (?NRC) reviewed the performanceof the individual directors on the basis of the criteria such as the contribution of theindividual director to the Board and committee meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetings etc. Inaddition the Chairman was also evaluated on the key aspects of his role.
In a separate meeting of Independent Directors performance of non-independentdirectors performance of the board as a whole and performance of the Chairman wasevaluated taking into account the views of executive directors and non-executivedirectors. The same was discussed in the board meeting that followed the meeting of theIndependent Directors at which the performance of the Board its committees andindividual directors was also discussed.
The performance evaluation of Independent Directors was done by the entire Board and inthe evaluation the Director who was subject to evaluation did not participate. On thebasis of performance evaluation done by the Board it shall be determined whether toextend or continue their term of appointment as and when their respective term expires.
DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received declarations from all Independent Directors of the Companyconfirming that they continue to meet the criteria of independence as prescribed underSection 149 of the Companies Act 2013 and Regulation 25 of the Listing Regulations. TheIndependent Directors have also confirmed that they have complied with the Companyscode of conduct.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act 2013 the board of directors to thebest of their knowledge and ability confirm that:
i. That in the preparation of annual accounts for the financial year ended 31st March2019 the applicable Accounting Standards had been followed and that there were nomaterial departures;
ii. That the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for the year under review;
iii. That the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;and
iv. That the directors had prepared the accounts for the financial year ended 31stMarch 2019 on a "going concern basis.
As Per Regulation 22 (1) Of SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015 it is mandatory for every listed company to formulate a vigil mechanismfor directors and employees to report genuine concern. According to section 177(10) of theCompanies Act 2013 it is mandatory for the company to disclose the establishment of suchmechanism on the website of the company and in the Boards Report.
The Company has established a vigil mechanism through a Whistle Blower Policy whereDirectors and employees can voice their genuine concerns or grievances about any unethicalor unacceptable business practice. A whistle-blowing mechanism not only helps the Companyin detection of fraud but is also used as a corporate governance tool leading toprevention and deterrence of misconduct.
It provides direct access to the employees of the Company to approach the ComplianceOfficer or the Chairman of the Audit Committee where necessary. The Company ensures thatgenuine Whistle Blowers are accorded complete protection from any kind of unfair treatmentor victimization.
The Board of the Company has evaluated a risk management to monitor the risk managementplan for the Company. The audit committee has additional oversight in the area offinancial risks and controls. Major risks identified by the businesses and functions aresystematically addressed through mitigating actions on a continuing basis.
The development and implementation of risk management has been covered in themanagement discussion and analysis which forms part of annual report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013:
The particulars of Loans guarantees or investments made under Section 186 arefurnished here under:
Details of Loans:
|SL No ||Date of making loan ||Details of Borrower ||Amount ||Purpose for which the loan is to be utilized by the recipient ||Time period for which it is given ||Date of BR ||Date of SR (if reqd) ||Rate of Interest ||Security |
| || || || ||NIL || || || || || |
Details of Investments:-
|SL No ||Date of investment ||Details of Investee ||Amount ||Purpose for which the proceeds from investment is proposed to be utilized by the recipient ||Date of BR ||Date of SR (if reqd) ||Expected rate of return |
| || || || ||NIL || || || |
Details of Guarantee / Security Provided:
|SLNo ||Date of providing security/guarantee ||Details of recipient ||Amount ||Purpose for which the security/guarantee is proposed to be utilized by the recipient ||Date of BR ||Date of SR (if any) ||Commission |
| || || || ||NIL || || || |
HUMAN RESOURCES AND INDUSTRIAL RELATIONS:
The Company is pleased to report that during the year under reporting the industrialrelations were cordial.
INTERNAL CONTROL SYSTEM :
The Company has a well placed proper and adequate internal control system whichensures that all assets are safeguarded and protected and that the transactions areauthorized recorded and reported correctly. The Companys internal control systemcomprises audit and compliance by in-house Internal Audit Division supplemented byinternal audit checks. Independence of the audit and compliance is ensured by directreporting of Internal Audit Division to the Audit Committee of the Board.
CHANGE IN NATURE OF BUSINESS:
There has been no change in the nature of business of the Company during the year.
PARTICULARS OF EMPLOYEES:
In terms of the provisions of Section 197(12) of the Companies Act 2013 read with Rule5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014there is no employee drawing remuneration above the limits set under Section 197 (12) ofthe Companies Act 2013.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:
As per the requirement of the Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 (POSH Act) and Rules made thereunder yourCompany has constituted Internal Committees (IC) to look into complaints relating tosexual harassment at work place of any women employee. While maintaining the highestgovernance norms the Company has appointed external independent persons who worked inthis area and have the requisite experience in handling such matters as Chairpersons ofeach of the Committees. During the year Company has not received any complaint ofharassment.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:
Information regarding Energy Conservation Technology absorption and Foreign Exchangeearnings and outgo as per Section 134 of the Companies Act 2013 read with the Rule 8(3)of The Companies (Accounts) Rules 2014) are given under:
(a) Energy Conservation
Energy consumed during the year does not constitute a significant amount which is Rs1397010.00.
(b) Technology Absorption
The techniques of preparation of medicines are based on ancient Ayurvedic patternsubject to time to time modification in accordance with the modern development. So theentire method is indigenous and no foreign technology is involved.
(c) Foreign Exchange Earnings and Out Go
Export Sales of Rs. 10042694.00
For detailed operational review kindly refer to Management Discussion and Analysis andthe Report on Corporate Governance which forms part of this Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis of financial condition including the result ofoperations of the Company for the year under review as required under Regulation 34 ofSEBI (Listing Obligation And Disclosure Requirements) Regulation 2015 with the stockexchanges is given as a separate statement in Annual Report.
The Company maintained healthy cordial and harmonious industrial relations at alllevels. The enthusiasm and unstinting efforts of employees have enabled the Company tomaintain efficiency in the industry. It has taken various steps to improve productivityacross organization.
The Directors would like to place on record their gratitude to the Central Governmentand the State Government of Uttarakhand the Financial Institutions and Banks for theirinvaluable support and cooperation. The Directors would like to record their appreciationof the contribution made by the employees of the company at all levels.
| ||By Order of the Board of Directors |
| ||For Desh Rakshak Aushdhalaya Limited |
| ||Sd/- |
|Place: Haridwar ||Tosh Kumar Jain |
|Date: 24/08/2019 ||Chairman & Manaing Director |
| ||DIN: 01540363 |