DIRECTORS REPORT 2016-17
The Members of
Kashyap Tele - Medicines Limited
(Formerly Known as Jindal Online.com Limited)
Your Directors have pleasure in presenting the 23rd Annual Report of yourCompany together with the Audited Statement of Accounts and the Auditors Report ofyour Company for the Financial Year ended 31st March 2017.
1. FINANCIAL HIGHLIGHTS:
(Amount in Rs.)
|Particulars ||31st March 2017 ||31st March 2016 |
|Revenue from Operations ||1545000 ||1260000 |
|Other Income ||9450 ||18926 |
|Total Revenue ||1554450 ||1278926 |
|Expenditure: || || |
|Finished Changes inventories of goods work in progress and Stock in Trade ||0 ||0 |
|Employee benefit expense ||511492 ||465230 |
|Depreciation and Amortization Expenses ||0 ||0 |
|Other Expenses ||580313 ||511399 |
|Total Expenses ||1091805 ||976629 |
|Profit Before Tax ||462645 ||302297 |
|Tax Expenses: ||88157 ||57600 |
|(1) Current Tax || || |
|(2) Deferred Tax ||0 ||0 |
|Profit/ (Loss) for the period ||374488 ||244697 |
|Earning per Equity Share of the face value of Rs1/- each Basic & Diluted in ( Rs) ||0.008 ||0.005 |
2. HIGHLIGHTS OF PERFORMANCE:
The total income of the company has been increased to Rs 1554450/- in the FinancialYear 2016-17 from Rs 1278926/- in Previous Year 2015-16 at a growth rate of 21.54%. Thetotal expense of the Company is Rs 1091805/- in Financial Year 2016-17 as compared to Rs976629/- in previous year 2015-16. The profit of the Company has increased to Rs374488/- as compared to the profit of Rs 244697/- in the Previous Year 2015-16.
Due to inadequate profit your directors are not in a position to recommend any dividendfor the financial year ended 31st March 2017.
The Dividend Distribution Policy as per Regulation 43A of the SEBI (LODR) Regulations2015 is not applicable to the Company as the Company does not fall under top 500 listedCompanies on the basis of market capitalization.
4. NON APPLICABILITY OF BUSINESS RESPONSIBILITY REPORT:
The Business Responsibility Report as per Regulation 34(2) of the SEBI (LODR)Regulations 2015 is not applicable to the Company as the Company does not fall under top100 listed Companies on the basis of market capitalization.
5. AMOUNTS TRANSFERRED TO RESERVES:
No amount has been transferred to General Reserve.
6. INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY:
Company does not have any Subsidiary Joint venture or Associate Company.
7. BUSINESS PERFORMANCE & PROSPECTS:
Information on operational and financial performance etc. of the Company for thefinancial year is given in the Management
Discussion and Analysis Report which is set out as Annexure D to theDirectors Report.
8. NON APPLICABILITY OF CORPORATE GOVERNANCE REPORT:
Corporate Governance Report as per Regulation 34 (3) read with Schedule V of SEBI(Listing Obligation & Disclosure Requirements) Regulation 2015 is not provided asRegulation 15 of SEBI (Listing Obligation & Disclosure Requirements) Regulation 2015a Report on Corporate Governance is not applicable to the Company for the financial year2016-2017 as the paid up equity share capital does not exceed Rs 10 crore and net worth ofthe Company does not exceed Rs25 crore for the financial year 2016-2017.
9. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND:
Since there was no Dividend declared in past years the provisions of Section 125 ofthe Companies Act 2013 are not applicable to the Company.
10. MATERIAL CHANGES:
There have been no material changes and commitments affecting the financial position ofthe Company since the close of financial year i.e. since 31st March 2017.
11. EXTRACT OF THE ANNUAL RETURN AS PER SECTION 92 (3) OF COMPANIES ACT 2013:
The details forming part of the extract of the Annual Return in Form MGT 9 is annexedherewith as Annexure -A. 12. MEETINGS OF THE BOARD:
The Company had 4 (Four) Board Meetings during the financial year under review viz. on27th May 2016 10th August 2016 14th November 2016and 10th February 2017. The details of which are given in the following table.The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013.
Attendance of Directors at the Meeting of Board of Directors held during the year is asunder:
|Name of Director ||Category of Director || ||Date of Meeting of Board of Directors |
| || ||27th May 2016 ||10th August 2016 ||14th November 2016 ||10th February 2017 |
|Mr. Amit Agrawal ||Managing Director || || || || |
|Mr. Dinesh Jain ||Non Executive Non Independent ||Leave of || ||Leave of || |
| || ||Absence || ||Absence || |
|Mr. Sanjeev Agrawal* ||Non Executive Non Independent || ||Leave of Absence || ||Leave of Absence |
|Mr. Girwarsingh Shekhawat ||Independent || || || || |
|Mr. Ravindra Joshi* ||Independent ||Leave of || || ||Leave of |
| || ||Absence || || ||Absence |
|Ms. Surabhi Agrawal ||Independent || || || || |
*Resigned from the Director of the Company w.e.f. 02nd August 2017.
Note: Ms. Amrita Khetan and Mr. Devkinandan Sharma have been appointed as aDirector of the Company w.e.f. 12th August 2017 in place of Mr. SanjeevAgrawal and Mr. Ravindra Joshi respectively.
13. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:
In Accordance with the provision of Section 152 of the Companies Act 2013 and theArticles of Association of the Company Mr. Amit Agrawal Director of the Company willretire by rotation and being eligible ofier himself for refiappointment at the ensuingAnnual General Meeting.
Mr. Sanjeev Agrawal and Mr. Ravindra Joshi have given their resignation as a Directorof the Company w.e.f. 02nd August 2017. Ms. Amrita Khetan and Mr. DevkinandanSharma have been appointed as a Director of the Company w.e.f. 12th August2017 in place of Mr. Sanjeev Agrawal and Mr. Ravindra Joshi respectively.
The following are the Key Managerial Personnel of the Company pursuant to Section 203of Companies Act 2013:- Managing Director : Mr. Amit Agrawal Company Secretary& Compliance Oficer : CS Shifali Singh (Resigned w.e.f 07thMay 2017) CS Dhruvil Shah (Appointed w.e.f 06th July 2017)
The Company is in search of suitable personnel to be appointed as CFO (Key ManagerialPersonnel). The Company will appoint CFO as and when finds suitable candidate for thesame.
14. INDEPENDENT DIRECTORS:
During the year 2016-17 the following were the Independent Directors of the Company:
1. Mr. Girwarsingh Shekhawat
2. Mr. Ravindra Joshi
3. Ms. Surabhi Agrawal
The Independent Directors have submitted their disclosures under Section 149 (7) to theBoard that they fulfill the criteria as stipulated in Section 149(6) of the Companies Act2013.
15. COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATIONAND DISCHARGE OF THEIR DUTIES :
The Company has adopted a Remuneration Policy for the Directors Key ManagerialPersonnel and other employees pursuant to Section 178(3) of the Companies Act 2013. Thephilosophy for remuneration of Directors Key Managerial Personnel and all other employeesof the Company is based on the commitment of fostering a culture of leadership with trust.The Remuneration Policy of the Company is aligned to this philosophy. It is afirmed thatthe remuneration paid to Directors Key Managerial Personnel and all other employees is asper the Remuneration Policy of the Company.
(a) Statutory Auditors:
M/s. Mehra Anil & Associates (FRN: 117692W) was appointed as a Statutory Auditor ofthe Company as per Section 139 and other applicable provisions of the Companies Act 2013and rules made thereunder for the period of 1 (One) Year in the 22nd AnnualGeneral Meeting of the Company held on 20th September 2016.
In compliance with the Companies (Audit and Auditors) Rules 2014 M/s. Mehra Anil& Associates Chartered Accountants
Ahmedabad (FRN: 117692W) Statutory Auditor retires at the ensuing Annual GeneralMeeting and therefore the Board of Directors in their meeting held on 29th May2017 has decided to appoint M/s. Saremal & Company (FRN: 109281W) CharteredAccountants Ahmedabad as statutory auditors of the Company for a term of 5 consecutiveyears w.e.f F.Y. 2017-2018 and fixes the remuneration; subject to ratification by theMembers at every AGM held after this AGM.
There is no audit qualification reservation adverse remark or disclaimer mentioned bythe Auditor in the audit report for the year under review.
Resolution seeking your approval on this item is included in the Notice convening theAGM. (b) Secretarial Auditors:
In terms of Section 204(1) of the Companies Act 2013 and Rule 9 of Companies(Appointment and Remuneration of Managerial
Personnel) Rules 2014 the Board of Directors of the Company has appointed SPANJ &Associates Practicing Company Secretary
Ahmedabad (Unique Code of Partnership Firm: P2014GJ34800) as Secretarial Auditor of theCompany in their meeting held on 29thMay 2017 to conduct Secretarial Audit forthe financial year 2017-18.
The Secretarial Audit Report of SPANJ & Associates Practising Company Secretaryfor the Financial Year ended 31st March 2017 is annexed as AnnexureC in Form MR-3.
(c) Internal Auditors:
The Board of Directors has appointed M/s. Jagdish Verma & Company CharteredAccountants Ahmedabad (FRN: 103837W) as Internal Auditors of the Company for thefinancial year 2017-18 in their Meeting held on 29th May 2017.
As regards the comments made in the Auditors Report the Board is of the opinionthat they are self-explanatory and does not warrant further clarification.
17. PARTICULARS OF LOANS GUARANTEES OR INVESTMENT UNDER SECTION 186:
The details of Loans Guarantee and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.
18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO INSUB-SECTION (1) OF SECTION 188 OF THE COMPANIES ACT 2013:
All transactions with related parties were in the ordinary course of business and atarms length. The Company has not entered into any transaction of a material naturewith any of the related parties which are in confiict with the interest of the company.
The details of related party transactions are disclosed in Note No. 15 attached to andforming part of the accounts.
19. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO: (A) Conservation of energy and Technology absorption
The particulars as required under the provisions of Section 134(3) (m) read with Rule8(3) of the Companies Act 2013 in respect of conservation of energy and technologyabsorption have not been furnished considering the nature of activities undertaken by thecompany during the year under review.
(B) Foreign exchange earnings and Outgo
There were no foreign exchange earnings and outgo during the year under review.
20. REPORT ON RISK MANAGEMENT POLICY:
The Company has laid down a Risk Management Policy and identified threat of such eventswhich if occurs will adversely affect either / or value to shareholders ability ofCompany to achieve objectives ability to implement business strategies the manner inwhich the company operates and reputation as Risks. Further such Risks arecategorized in to Strategic Risks Operating Risks &
Regulatory Risks. A detailed exercise is carried out to identify evaluate manage andmonitoring all the three types of risks.
21. FIXED DEPOSITS:
The Company has not accepted any fixed deposit during the Financial Year 2016-17 frompublic within the meaning of Section 73 of the Companies Act 2013 and rules madethereunder.
22. PERFORMANCE EVALUATION:
Pursuant to the provisions of the Companies Act 2013 & Regulation 17 of SEBI(LODR) Regulations 2015 the Board has carried out an annual performance evaluation ofthe Board as a whole and evaluation of the other Board Members and the Directors expressedtheir satisfaction with the evaluation process.
The evaluation of Board its Committees and Individual Directors was carried out as perthe process and criteria laid down by the Board of Directors based on the recommendationof the Nomination and Remuneration Committee.
The obtaining and consolidation of feedback from all Directors in this regards wasco-ordinated by the Chairman. Based on this Chairman briefed the Board and each of theIndividual Directors as applicable.
23. COMMITTES OF THE BOARD:
The Companys Board has the following Committees: i. Audit Committee ii.Stakeholders Relationship Committee
iii. Nomination & Remuneration Committee
(i) AUDIT COMMITTEE
The composition of Audit Committee as on 31st March 2017 is in accordancewith Section 177 of the Companies Act 2013 and provisions of Regulation 18 of the SEBI(LODR) Regulations 2015. As on 31st March 2017 the Audit Committee compriseof 3 Directors/Members out of which 2 are Independent Directors. All the Members of theAudit Committee are well experienced and possess sound knowledge of finance accountingpractices and internal controls.
The composition of Audit Committee and details of meetings of Audit Committee andattendance of the members at the meetings during the financial year 2016-17 are as under:
|Name of Members ||Designation ||Category of Director || |
Attendance at the Audit Committee Meetings
| || || || ||Held on || |
| || || ||27th May 2016 ||10th August 2016 ||14th November 2016 ||10th February 2017 |
|Ms. Surabhi Agrawal ||Chairperson ||Independent || || || || |
|Mr. Girwarsingh Shekhawat ||Member ||Independent || || || || |
|Mr. Dinesh Jain ||Member ||Non -Executive Non- Independent ||Leave of Absence || ||Leave of Absence || |
TERMS OF REFERENCE OF AUDIT COMMITTEE:
1. Oversight of the Companys financial reporting process and the disclosure ofits financial information to ensure that the financial statement is correct sufficientand credible;
2. Recommendation for appointment remuneration and terms of appointment of auditors ofthe company;
3. Approval of payment to statutory auditors for any other services rendered by thestatutory auditors;
4. Reviewing with the management the annual financial statements and auditorsreport thereon before submission to the board for approval with particular reference to:
a) Matters required to be included in the Directors Responsibility Statement tobe included in the Boards report in terms of clause (c) of sub-i section 3 ofsection 134 of the Companies Act 2013
b) Changes if any in accounting policies and practices and reasons for the same
c) Major accounting entries involving estimates based on the exercise of judgment bymanagement
d) Significant adjustments made in the financial statements arising out of auditfindings
KASHYAP TELE-MEDICINES LIMITED
e) Compliance with listing and other legal requirements relating to financialstatements
f) Disclosure of any related party transactions
g) Qualifications in the draft audit report
5. Reviewing with the management the quarterly financial statements before submissionto the board for approval;
6. Reviewing with the management the statement of uses / application of funds raisedthrough an issue (public issue rights issue preferential issue etc.) the statement offunds utilized for purposes other than those stated in the offer document / prospectus /notice and the report submitted by the monitoring agency monitoring the utilization ofproceeds of a public or rights issue and making appropriate recommendations to the Boardto take up steps in this matter;
7. Review and monitor the auditors independence and performance andefiectiveness of audit process;
8. Approval or any subsequent modification of transactions of the company with relatedparties;
9. Scrutiny of inter incorporate loans and investments;
10. Valuation of undertakings or assets of the company wherever it is necessary;fi
11. Evaluation of internal financial controls and risk management systems;
12. Reviewing with the management performance of statutory and internal auditorsadequacy of the internal control systems;
13. Reviewing the adequacy of internal audit function if any including the structureof the internal audit department staffing and seniority of the oficial heading thedepartment reporting structure coverage and frequency of internal audit;
14. Discussion with internal auditors of any significant findings and follow up thereon;
15. Reviewing the findings of any internal investigations by the internal auditors intomatters where there is suspected fraud or irregularity or a failure of internal controlsystems of a material nature and reporting the matter to the board;
16. Discussion with statutory auditors before the audit commences about the nature andscope of audit as well as postfix audit discussion to ascertain any area of concern;
17. To look into the reasons for substantial defaults in the payment to the depositorsdebenture holders shareholders (in case of non-payment of declared dividends) andcreditors;
18. To review the functioning of the Whistle Blower mechanism;
19. Approval of appointment of CFO (i.e. the whole-time Finance Director or any otherperson heading the finance function or discharging that function) after assessing thequalifications experience and background etc. of the candidate;
20. Reviewing the Management letters/ letters of Internal Control weaknesses issued byStatutory Auditor.
21. Review of Management discussion and analysis of financial condition and results ofoperations;
22. Review of Statement of significant related party transactions (as defined by theAudit Committee) submitted by management;
23. Review of Management letters / letters of internal control weaknesses issued by thestatutory auditors;fi
24. Review of Internal audit reports relating to internal control weaknesses; and
25. Review of appointment removal and terms of remuneration of the Chief internalauditor
26. Carrying out any other function as may be required in pursuance of the decision ofthe Board of Directors of the Company or any provision under the Companies Act or SEBI(LODR) Regulations 2015 or any other applicable law.
STAKEHOLDERS RELATIONSHIP COMMITTEE
In compliance of provisions of Section 178 of Companies Act 2013 & Regulation 20of the SEBI (LODR) Regulations 2015 the
Board has constituted Stakeholders Relationship Committee inter alia toconsider and review the complaints received from shareholders. The composition ofStakeholder Relationship Committee as on 31st March 2017 and attendance of themembers during the Financial Year 2016-17 is as under:
| || || ||Attendance at the Stakeholders |
|Name of Members ||Designation ||Category of Director ||Relationship Committee Meetings Held on |
| || || ||10th August 2016 ||10th February 2017 |
|Mr. Girwarsingh Shekhawat ||Chairman ||Independent || || |
|Mr. Amit Agrawal ||Member ||Executive || || |
|Mr. Dinesh Jain ||Member ||Non -Executive || || |
| || ||Non- Independent || || |
TERMS OF REFERENCE OF STAKEHOLDERS RELATIONSHIP COMMITTEE: To allot the EquityShares of the Company and to supervise and ensure:
1. To attend to requests from the shareholders for transfer / transmission of sharesand all matters incidental or related thereto.
2. To attend to matters relating dematerialization / rematerialisation of shares /other securities and all matters incidental or related thereto;
3. To advise the Board on matters incidental or relating to issue of Bonus Shares &Rights Shares etc.
4. To consider and resolve grievances of the security holders of the Company includingcomplaints related to the transfer of shares nonfireceipt of annual report andnonfireceipt of declared dividends;
5. To investigate complaints relating to allotment of shares approval of transfer ortransmission of shares or any other securities;
6. tes certifica To attend to issue of duplicate and new certificates on split /consolidation / renewal; and
7. To attend to matters relating to compliance with the SEBI (LODR) Regulations 2015and other statutory requirements concerning the interests of holders of shares and othersecurities;
8. To carry out any other function as may be required in pursuance of the decision ofthe Board of Directors of the Company or any provision under the Companies Act or SEBI(LODR) Regulations 2015 or any other applicable law.
(iii) NOMINATION AND REMUNERATION COMMITTEE AND POLICY THEREON
In compliance with Section 178 of the Companies Act 2013 & Regulation 19 of theSEBI (LODR) Regulations2015 the Board has constituted the Nomination andRemuneration Committee (NRC). During the year under review one meeting of NRC washeld on 10th August 2016.
The composition of Nomination and Remuneration as on 31st March 2017 andattendance of the members during the year 2016-17 is as under:
|Name of the Members ||Designation ||Category of Director ||Attendance at the Nomination and Remuneration Committee Meeting Held on 10th August 2016 |
|Ms. Surabhi Agrawal ||Chairperson ||Independent || |
|Mr. Ravindra Joshi ||Member ||Independent || |
|(Resigned w.e.f. 02nd August 2017) || || || |
|Mr. Girwarsingh Shekhawat ||Member ||Independent || |
Note: Mr. Devkinandan Sharma has become a member of Nomination andRemuneration Committee w.e.f. 12th August 2017 in place of Mr. Ravindra Joshi.
TERMS OF REFERENCE OF NOMINATION & REMUNERATION COMMITTEE:
1. Formulating the criteria for determining qualifications positive attributes andindependence of a director and recommending to the Board a policy relating to theremuneration of the directors key managerial personnel and other employees;
2. Formulating of criteria for evaluation of performance of the independent directorsand the Board;
3. Devising a policy on Board diversity;
4. Identifying persons who qualify to become directors and who may be appointed insenior management in accordance with the criteria laid down recommending to the Boardtheir appointment and removal;
5. Determining whether to extend or continue the term of appointment of the independentdirector on the basis of the report of performance evaluation of independent directors;
6. Analysing monitoring and reviewing various human resource and compensation matters;
7. Determining the companys policy on specific remuneration packages forexecutive directors including pension rights and any compensation payment and determiningremuneration packages of such directors;
Policy for selection and appointment of Directors and Key Managerial Personnel andtheir remuneration
The Nomination and Remuneration Committee (NRC) has adopted a Charter which interalia deals with the manner of selection of Board of Directors and Key ManagerialPersonnel and their remuneration.
A. Appointment criteria and qualifications:
1. The Committee shall identify and ascertain the integrity qualification expertiseand experience of the person for appointment as Director KMP or at Senior Managementlevel and recommend to the Board his / her appointment.
2. A person should possess adequate qualification expertise and experience for theposition he / she is considered for appointment. The Committee has discretion to decidewhether qualification expertise and experience possessed by a person are suficient /satisfactory for the concerned position.
3. The Company shall not appoint or continue the employment of any person as Whole-timeDirector who has attained the age of 70 years. Provided that the term of the personholding this position may be extended beyond the age of seventy years with the approval ofshareholders by passing a special resolution based on the explanatory statement annexed tothe notice for such motion indicating the justification for extension of appointmentbeyond 70 years.
Term / Tenure:
1. Managing Director/Whole-time Director:
The Company shall appoint or re-appoint any person as its Executive Chairman ManagingDirector or Executive
Director for a term not exceeding five years at a time. No re-appointment shall be madeearlier than one year before the expiry of term.
2. Independent Director:
An Independent Director shall hold office for a term up to five consecutive yearson the Board of the Company and will be eligible for re-appointment on passing of aspecial resolution by the Company and disclosure of such appointment in the Boardsreport. No Independent Director shall hold ofice for more than two consecutive terms butsuch Independent Director shall be eligible for appointment after expiry of three years ofceasing to become an Independent Director. Provided that an Independent Director shallnot during the said period of three years be appointed in or be associated with theCompany in any other capacity either directly or indirectly.
However if a person who has already served as an Independent Director for five yearsor more in the Company as on 1st October 2014 or such other date as may bedetermined by the Committee as per regulatory requirement he / she shall be eligible forappointment for one more term of five years only. - At the time of appointment of
Independent Director it should be ensure that no such Director should serve as anIndependent Director in more than seven listed entities further any Director who isserving as a Whole-time Director in any listed entity shall serve as an IndependentDirector in not more than 3 listed entities.
During the year under review the Committee shall carry out evaluation of performanceof every Director KMP and Senior Management Personnel.
Due to reasons for any disqualification mentioned in the Companies Act 2013 rulesmade there under the Committee may recommend to the Board with reasons recorded inwriting removal of a Director KMP or Senior Management Personnel subject to theprovisions and compliance of the said Act rules and regulations.
The Director KMP and Senior Management Personnel shall retire as per theapplicable provisions of the Companies Act 2013 and the prevailing policy of the Company.The Board will have the discretion to retain the Director KMP Senior ManagementPersonnel in the same position / remuneration or otherwise even after attaining theretirement age for the benefit of the Company.
B. Remuneration Policy
1. The remuneration / compensation / commission etc. to the Whole-time Director KMPand Senior Management Personnel will be determined by the Committee and recommended to theBoard for approval. The remuneration / compensation / commission etc. shall be subject tothe prior/post approval of the shareholders of the Company and Central Governmentwherever required.
2. The remuneration and commission to be paid to the Whole-time Director shall be inaccordance with the percentage / slabs / conditions laid down in the Articles ofAssociation of the Company and as per the provisions of the Companies Act 2013 and therules made thereunder.
3. Increments to the existing remuneration / compensation structure may be recommendedby the Committee to the Board which should be within the slabs approved by theShareholders in the case of Whole-time Director. Increments will be efiective from 1stApril unless otherwise decided by the board.
4. Where any insurance is taken by the Company on behalf of its Whole-time DirectorChief Executive Oficer Chief Financial Oficer the Company Secretary and any otheremployees for indemnifying them against any liability the premium paid on such insuranceshall not be treated as part of the remuneration payable to any such personnel. Providedthat if such person is proved to be guilty the premium paid on such insurance shall betreated as part of the remuneration.
Remuneration to Whole-time / Executive / Managing Director KMP and SeniorManagement Personnel:
1. Fixed pay:
The Whole-time Director / KMP and Senior Management Personnel shall be eligible for amonthly remuneration as may be approved by the Board on the recommendation of theCommittee. The breakup of the pay scale and quantum of perquisites includingemployers contribution to P.F pension scheme medical expenses club fees etc.shall be decided and approved by the Board on the recommendation of the Committee andapproved by the shareholders and Central Government wherever required.
2. Minimum Remuneration:
If in any financial year the Company has no profits or its profits areinadequate the Company shall pay remuneration to its Managing Director and Whole-timeDirectors in accordance with the provisions of Schedule V of the Companies Act 2013 andif it is not able to comply with such provisions with the previous approval of theCentral Government.
3. Provisions for excess remuneration:
If any Whole-time Director draws or receives directly or indirectly by way ofremuneration any such sums in excess of the limits prescribed under the Companies Act2013 or without the prior sanction of the Central Government where required he / sheshall refund such sums to the Company and until such sum is refunded hold it in trust forthe Company. The Company shall not waive recovery of such sum refundable to it unlesspermitted by the Central Government.
Remuneration to Non- Executive / Independent Director:
1. Remuneration / Commission:
The remuneration / commission shall be fixed as per the slabs and conditionsmentioned in the Articles of
Association of the Company and the Companies Act 2013 and the rules made thereunder.
2. Sitting Fees:
The Non- Executive / Independent Director may receive remuneration by way of fees forattending meetings of Board or Committee thereof. Provided that the amount of such feesshall not exceed One Lakh Rupees per meeting of the Board or Committee or such amount asmay be prescribed by the Central Government from time to time.
Commission may be paid within the monetary limit approved by shareholders subject tothe limit not exceeding
1% of the profits of the Company computed as per the applicable provisions of theCompanies Act 2013.
24. VIGIL MECHANISM:
Pursuant to the provisions of Section 177(9) & (10) of the Companies Act 2013& Regulation 22 of the SEBI (LODR) 2015 a Vigil
Mechanism or Whistle Blower Policy has been established for directorsemployees and other stakeholders to report genuine concerns about unethical behavioractual or suspected fraud or violation of the Companys code of conduct or ethicalpolicy.
25. INTERNAL CONTROL SYSTEMS:
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The Company has engaged the services of an IndependentChartered Accountant to carry out the Internal Audit. The Internal Auditor places InternalAudit reports in the meeting of Audit Committee.
The Internal Auditor monitors and evaluates the eficacy and adequacy of internalcontrol system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company. Based on the report of Internal
Auditor process owners undertake corrective action in their respective areas andthereby strengthen the controls. Significant Audit observations and corrective actionsthereon are presented before the Board.
26. CORPORATE SOCIAL RESPONSIBILITIES:
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.
27. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:
The Bombay Stock Exchange Limited wide its letter dated 27th February 2015has suspended trading in securities of the Company due to various reasons w.e.f. 4thMarch 2015. The management of the Company had promptly initiated contact with BSE oficialin the said matter and various representations has been made to BSE in regard torevocation of suspension.
No other significant and material orders passed by the Regulators or Courts orTribunals impacting the going concern status and
Companys operations in Future.
28. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE:
A statement containing the names and other particulars of employees in accordance withthe provisions of Section 197(12) of the Companies Act 2013 read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Amendment Rules 2016 isappended as Annexure B to this report. No employee has receivedremuneration in excess of the limits set out in rules 5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Amendment Rules 2016 during FY2016-17.
29. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL)ACT 2013:
The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy against sexual harassment in line with the provisions of Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013 and the rules framedthereunder. During the financial year 2016-17 the Company has not received any complaintson sexual harassment and hence no complaints remain pending as of 31st March2017.
30. SHARE CAPITAL:
(a) Authorized Share Capital
There was no change in the Authorised Capital of the Company during the f.y. 2016-17.The Authorized Share Capital of the Company as at 31st March 2017 stood atRs 150000000.
(b) Issue Share Capital
The Issued Share Capital of the Company as at March 31 2017 stood at Rs50000000. During the year under review the Company has not issued shares withdifierential voting rights nor has granted any stock options or sweat equity. As on March31 2017 none of the Directors of the Company hold any instruments convertible intoequity shares of the Company.
(c) Subscribed and Paid up Share Capital
The Subscribed and Paid up Share Capital of the Company as at March 31 2017 stoodat Rs 48919500.
31. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134(3) (c) & Section 134(5) of the Companies Act 2013 theBoard of Directors of the Company confirms that-
a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures
b) the directors had 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 at the end of the financial year and ofthe profit and loss of the company for that period;
c) The directors had taken proper and suficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
d) The directors had prepared the annual accounts on a going concern basis; and e)Proper internal financial controls were in place and that the financial controls wereadequate and were operating effectively.
f) The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating efiectively.
32. LISTING OF SHARES:
The Equity Shares of the Company are listed on the Bombay Stock Exchange Limited (BSE)with scrip code No. 531960 and on the Ahmedabad Stock Exchange (ASE) with scripcode No. 28484. The Company confirms that the annual listing fees to both the stockexchanges for the financial year 2017-18 have been paid.
The Exit Circular of SEBI states inter-alia that the stock exchanges having annualtrading turnover on its own platform of less than Rs 1000 Crores can apply to SEBI forvoluntary surrender of recognition and exit at any time before the expiry of two yearsfrom the date of issuance of the circular i.e. latest by May 29 2014 failing whichSEBI may proceed with compulsory exit of such stock exchanges. Therefore all thede-recognized/non-operational stock exchanges voluntarily or compulsorily have to exitfrom the business of a stock exchange. In this regard Compulsory exit process has beeninitiated in the case of Ahmedabad Stock Exchange Limited.
(i) CHANGE IN THE CORPORATE COMMUNICATION E-MAIL ID OF THE COMPANY
The Board of Directors of the Company at their meeting held on 10thFebruary 2017 has passed a resolution regarding the Change of Corporate CommunicationE-mail Id.
The New Corporate Communication E-mail Id of the Company firstname.lastname@example.org.
The same change has been intimated to the Stock Exchange within the prescribed timelimit. The members are requested to take note of the same.
(ii) CHANGE IN RTA
The Company has changed its RTA from M/s. MCS Limited to M/s. Link Intime IndiaPrivate Limited w.e.f 27th May 2016. The Electronic Connectivity with new RTAhas become efiective as follows:
|Name of Depository ||Efiective date |
|Central Depository Services (India) Limited (CDSL) ||10th April 2017 |
|National Securities Depository Limited (NSDL) ||11th August 2017 |
Members are requested to send the documents / correspondence relating to theCompanys securities and share transfer activity to the new RTA at the followingaddress:
|Name: ||M/s. Link Intime India Private Limited |
|Address: ||5th fioor 506 to 508 Amarnath Business Centre - I (ABC - I) Beside Gala Business Centre Nr. St. Xaviers College |
| ||Corner Ofi C G Road Ellisbridge Ahmedabad Gujarat 380006 |
|Tel: ||079-26465179 |
|Fax: ||079-26465179 |
|E-mail: ||email@example.com |
|Website: ||www.linkintime.co.in |
(iii) NON APPLICABILITY OF GST
As per the Central Governments guidelines Goods and Service Tax (GST) Act hasbecome efiective w.e.f 01st July 2017. In this regard as on date the Companyhas neither applied for registration of GST No. and nor falls under the threshold limits(viz Turnover in a financial year exceeds Rs 20 Lakhs) of mandatory GST Registration.
(iv) APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS (IND AS)
As per Notification of Ministry of Corporate Affairs on 16th February2015 IND AS has come into force w.e.f. 1st day of April 2015. As per clause(iii) of sub-rule (1) of Rule 4 of the Companies (Indian Accounting Standards) Rules2015 Companies having a net worth of Rs 500 crore or less shall comply with Ind AS forthe accounting periods beginning on or after 01st April2017.
As the net worth of the Company is Rs 23069507 and Rs 22700083 as on 31stMarch 2017 and 31st March 2016 respectively which is below the thresholdlimit as per the above mentioned Rule Ind AS will be applicable to the Company w.e.f. 01stApril 2017.
Your Directors wish to express their grateful appreciation to the continuedco-operation received from the Banks Government Authorities Customers Vendors andShareholders during the year under review. Your Directors also wish to place on recordtheir deep sense of appreciation for the committed service of the Executives stafi andWorkers of the Company.
| ||On behalf of Board of Directors |
| ||For Kashyap Tele-Medicines Limited |
| ||Sd/- |
| ||(Amit Agrawal) |
|Place : Ahmedabad ||Managing Director |
|Date : 12th August 2017 ||DIN: 00169061 |