Kashyap Tele-Medicines Ltd.
|BSE: 531960||Sector: IT|
|NSE: N.A.||ISIN Code: INE108B01029|
|BSE 00:00 | 03 Mar||Kashyap Tele-Medicines Ltd|
|NSE 05:30 | 01 Jan||Kashyap Tele-Medicines Ltd|
|BSE: 531960||Sector: IT|
|NSE: N.A.||ISIN Code: INE108B01029|
|BSE 00:00 | 03 Mar||Kashyap Tele-Medicines Ltd|
|NSE 05:30 | 01 Jan||Kashyap Tele-Medicines Ltd|
KASHYAP TELE - MEDICINES LIMITED
Your Directors have pleasure in presenting the 27th Annual Report of theCompany together with the Audited Financial Statements and the Auditors' Report thereonfor the Financial Year ended 31st March 2021.
1. FINANCIAL HIGHLIGHTS:
The summary of the financial results for the year is given below:
2. HIGHLIGHTS OF PERFORMANCE:
During the year under review the total Income of the Company has been decreased by6.97% to Rs. 1867660/- as compared to J 2007500/- in Previous Financial Year2019-2020 the total expenses of the Company stood at Rs. 1718886/- as compared to Rs.1861041/- in Previous Financial Year 2019-2020 and the net profit of the Company hasbeen reduced by 18.04% to Rs. 109691/- as compared to the Profit of Rs. 133832/- inthe Previous Financial Year 2019-2020.
3. IMPACT OF COVID - 19:
Due to outbreak of Covid-19 globally and in India the company's management has madeinitial assessment of likely adverse impact on business and financial risks on account ofCovid-19 and believes that the impact is likely to be short term in nature. The Managementdoes not see any medium to long term risks in the company's ability to Continue as a goingconcern and meeting its liabilities as and when they fall due and Compliance with thedebt covenants as applicable. During the said period the initial focus was to ensuresafety of our employees by proper sanitization and other measures and providing seamlessservice to our customers. As the nation is gearing up with major vaccination drive weexpect normalcy to return sooner.
Due to inadequate profit the Company is not in position to recommend any dividend forthe Financial Year ended 31st March 2021.
Further the Dividend Distribution Policy as per Regulation 43A of the SEBI (LODR)Regulations 2015 is not applicable to the Company as it does not fall under top 1000Listed Companies based on its market capitalization as at the end of the Financial Year 31stMarch 2021.
5. 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 top1000 listed Companies on the basis of market capitalization as at the end of the FinancialYear 31st March 2021.
6. APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS (IND AS):
Pursuant to the notification dated 16th February 2015 issued by the Ministry ofCorporate Affairs the Company has adopted the Indian Accounting Standards ("IndAS") notified under the Companies (Indian Accounting Standards) Rules 2015prescribed under Section 133 of the Companies Act 2013 (as amended from time to time)with effect from 1st April 2017 and the Financial Statements for the FinancialYear 2020-2021 are prepared in accordance with IND AS.
7. SHARE CAPITAL:
a) Authorized Share Capital
There was no change in the Authorised Capital of the Company during the Financial Year2020-2021. The Authorized Share Capital of the Company as at 31st March 2021stood at J150000000/-.
b) Issued Share Capital
The Issued Share Capital of the Company as at 31st March 2021 stood at J50000000/-. During the year under review the Company has not issued shares withdifferential voting rights nor has granted any stock options or sweat equity. As on 31stMarch 2021 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 31st March2021 stood at J 47722000/-.
8. CIRCULATION OF ANNUAL REPORTS IN ELECTRONIC FORM:
In view of the prevailing COVID-19 pandemic situation and pursuant to the exemptionsprovided by SEBI and MCA the Annual Report for the F.Y 2020-2021 will be sent toshareholders through electronic mode (via e-mail) only on the email ids registered withthe RTA of the Company. Members are requested to register/ update their respective emailIDs for receiving further electronic communications.
9. AMOUNTS TRANSFERRED TO RESERVES:
No amount has been transferred to General Reserve.
However the balance of Shares Forfeiture Account of J 1197500/- against applicationmoney of 2278000 equity shares as forfeited by the Company has been duly transferred toCapital Reserve Account in the Financial Year 2018-2019 in accordance with the applicableaccounting provisions.
10. INFORMATION ABOUT SUBSIDIARY/ JOINT VENTURE /ASSOCIATE COMPANY:
The Company does not have any Associate/Subsidiary/Joint Venture Company.
However the Company is an Associate Company of M/s. Jindal Worldwide Limited and M/s.Amitara Industries Private Limited having a stake of 31.25% and 25.94% respectively inyour company's equity share capital.
11. ANNUAL RETURN:
The details forming part of the Annual Return in Form MGT-7 as required under Section92(3) of the Companies Act 2013 is annexed as Annexure-A which forms an integralpart of this Report and is also available on the Company's website i.e. http://www.kashyaptele-medicines.com.
12. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE:
A Statement of particulars of employees pursuant to Section 197(12) of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is annexed as Annexure-B which forms an integral part ofthis Report.
Further no employee has received remuneration in excess of the limits set out in rules5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 during Financial Year 2020-2021.
13. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND (IEPF):
Since there was no Dividend declared in past years by the Company the requirement totransfer unclaimed dividend to Investor Education and Protection Fund is not applicable tothe Company.
14. CHANGE IN THE NATURE OF BUSINESS:
There has been no change in the nature of business of the Company during the year.Further there were no material changes and commitments between the end of the FinancialYear of the Company to which the Financial Statements relates and date of Directors'Report affecting the financial position of the Company except those of COVID-19 asmentioned in financial statements forming part of this Annual Report.
15. BOARD OF DIRECTORS COMPOSITION AND INDEPENDENCE:
Your Company's Board consists of leaders and visionaries who provide strategicdirection and guidance to the organization. The Board consists of a combination ofExecutive Non - Executive and Independent Directors with an extensive and diverseexperience in different fields of operations. As on 31st March 2021 the Boardcomprises of One Executive Director two Non-Executive Non-Independent Directors and threeIndependent Directors. During the year under review no changes in the Board of Directorstook place.
Further all the Directors of the Company have confirmed that they are not disqualifiedfrom being appointed as Directors in terms of Section 164 of the Companies Act 2013.
Further the Company has received necessary declarations from each of the IndependentDirector that they continue to meet the criteria of independence as laid down underSection 149(6) & 149(7) of the Companies Act 2013 and Regulations 16(1 )(b) & 25of the SEBI (LODR) Regulations 2015 and that they are not debarred from holding theoffice of director by virtue of any SEBI order or any other such authority. All theIndependent Directors have confirmed that they are in compliance with Rules 6(1) and 6(2)of the Companies (Appointment and Qualification of Directors) Rules 2014 with respect toregistration with the data bank of Independent Directors maintained by the IndianInstitute of Corporate Affairs. They have also submitted a copy of valid registrationcertificate to the Company as a proof of registration.
In accordance with the provisions of the Companies Act 2013 read with Regulation 36and Secretarial Standard-2 as issued by the Institute of Company Secretaries of India andin terms of the Memorandum and Articles of Association of the Company Ms. Amrita Khetan(DIN 02781781) Director of the Company retires by rotation at the this AGM and beingeligible offered herself for re-appointment. Her brief resume nature of expertisedetails of directorships held in other companies & other details is appended as anAnnexure to the Notice of this AGM.
16. MEETINGS OF THE BOARD:
The Board of Directors of the Company met 5 (Five) times during the Financial Year2020-2021 on 26th June 2020 7th August 2020 30thOctober 2020 4th February 2021 and 27th February 2021. Themaximum gap between two Board Meetings was less than one hundred and twenty days. Howeverpursuant to relaxation provided vide MCA circular no. 11/2020 dated 24th March2020 & SEBI circular no. SEBI/HO/CFD/CMD1/CIR/P/2020/38 dated 19th March2020 your company has availed the relaxation and has accordingly conducted its 1stBoard Meeting for F.Y. 2020-2021 after having a gap of more than 120 days from itsprevious Board Meeting held on 7th February 2020.
S : Present x : Leave of Absence
17. KEY MANAGERIAL PERSONNEL (KMP):
Pursuant to the provisions of Sections 2(51) and 203 of the Companies Act 2013 readwith the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 (asamended from time to time) the following are the Key Managerial Personnel of the Company:
a. Mr. Amit Agrawal: Managing Director;
b. Mr. Raghav Agrawal: Chief Financial Officer;
c. Ms. Prerna Kakkar: Company Secretary & Compliance Officer (Upto 28thFebruary 2021);
d. Mr. Paritosh Trivedi: Company Secretary & Compliance Officer (w.e.f. 1stMarch 2021).
During the Financial Year the Nomination and Remuneration Committee and the Board ofDirectors at their respective meetings held on 27th February 2021 hasrecommended & approved the appointment of Mr. Paritosh Trivedi as Company Secretary& Compliance Officer of the Company w.e.f. 1st March 2021.
Ms. Prerna Kakkar has resigned from the position of Company Secretary & ComplianceOfficer w.e.f. 1st March 2021 due to her personal and unavoidablecircumstances. The Board of Directors placed on record her appreciation for the assistanceand valuable guidance during her tenure as Company Secretary & Compliance Officer ofthe Company.
18. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Sections 134(3)(c) and 134(5) of the Companies Act 2013 in relation toFinancial Statements of the Company for the year ended 31st March 2021 theBoard of Directors states that:
a) In the preparation of the annual accounts for the Financial Year ended 31stMarch 2021 the applicable accounting standards had been followed along with properexplanation 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 sufficient 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;
e) The proper internal financial controls were in place and that the financial controlswere adequate and were operating effectively; and
f) The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
19. ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEESAND INDIVIDUAL DIRECTORS:
Pursuant to the provisions of Section 134(3)(p) and 178(2) of the Companies Act 2013Regulation 19 and 34 read with Part D of Schedule II of SEBI (LODR) Regulations 2015 theBoard has carried out the annual performance evaluation of its own performance thedirectors individually as well as the evaluation of the working of its various committeesas per the criteria laid down by the Nomination and Remuneration Committee. An indicativelist of factors on which evaluation of the individual directors the Board and theCommittees was carried out includes profile experience contribution of each Director tothe growth of the Company board structure and composition dedication knowledge sharingof information with the Board regular attendance preparedness & participation teamwork decision making process Board culture and dynamics independence governanceethics and values adherence to corporate governance norms quality of relationshipbetween the Board and Management their roles rights responsibilities in the Company.
In addition pursuant to the provisions of Schedule IV to the Companies Act 2013 theIndependent Directors reviewed the performance of the Non-Independent Directors and of theBoard as a whole performance of the Chairman of the Board taking into account the viewsof all the Directors and the quality quantity and timeliness of flow of informationbetween the Company management and the Board and its sufficiency for the Board toeffectively perform its duties.
Separate meeting of Independent Directors of the Company was held on 4thFebruary 2021 and it reviewed the performance of Non-Independent Directors & theBoard as a whole and also reviewed the performance of Chairman of the Company. The samewas discussed in the board meeting that followed the meeting of the Independent Directorsat which the performance of the Board its committees and individual Directors was alsodiscussed.
20. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE 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. Thebroad parameters covered under the Policy are - Company Philosophy Guiding PrinciplesNomination of Directors Remuneration of Directors Nomination and Remuneration of the KeyManagerial Personnel and the Remuneration of Other Employees and is based on thecommitment of fostering a culture of leadership with trust.
Pursuant to Section 134(3) of the Companies Act 2013 the Nomination and Remunerationpolicy of the Company is available on the Company's website i.e.https://kashyaptele-medicines.com. It is affirmed that the remuneration paid to DirectorsKey Managerial Personnel and all other employees is as per the Remuneration Policy of theCompany.
(a) Statutory Auditors and Auditor's Report:
As per the provisions of Sections 139 142 and all other applicable provisions of theCompanies Act 2013 at the 23rd AGM of the Company held on 18thSeptember 2017 the Members of the Company has appointed M/s. Saremal & CompanyChartered Accountants (Firm Registration No. 109281W) as the Statutory Auditors of theCompany to hold the office for a term of 5 (five) years from the conclusion of 23rdAGM till the conclusion of the 28th AGM to be held in the year 2022.
Further the Ministry of Corporate Affairs (MCA) vide notification dated 7thMay 2018 has done away with the requirement of ratification of appointment of StatutoryAuditors at every Annual General Meeting as per the first proviso of Section 139 of theCompanies Act 2013 and the Companies (Audit and Auditors) Amendment Rules 2018.Accordingly the Company is not required to pass any resolution pertaining to ratificationof the appointment of Statutory Auditors in the Annual General Meeting and thus the saidagenda does not forms the part of the notice to the said Annual General Meeting.
The Statutory Auditors' report annexed to the financial statement for the FinancialYear 2020-2021 does not contain any qualification reservation or adverse remark and isself-explanatory and unmodified and thus does not require any further clarifications/comments.
(b) Secretarial Auditors:
Pursuant to Section 204 of the Companies Act 2013 read with Rule 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board hasappointed M/s. SPANJ & Associates Practicing Company Secretaries Ahmedabad asSecretarial Auditors of the Company for the Financial Year 2020-2021 to conductSecretarial Audit of the Company. The Secretarial Audit Report for the F.Y. 2020-2021 inForm MR-3 as furnished by the Auditor is annexed herewith as Annexure-C the saidreport forms an integral part of Board Report and it does not contain any qualificationreservation or adverse remark and is selfexplanatory and thus does not require any furtherclarifications / comments.
Further the Board of Directors in its board meeting held on 18th June2021 has appointed M/s. SPANJ & Associates Company Secretaries Ahmedabad as theSecretarial Auditors of the Company for the Financial Year 2021-2022. Further the Companyhas received consent letter regarding such appointment in accordance with the applicableprovisions of the Companies Act and rules framed there under.
(c) Internal Auditors:
Pursuant to Section 138 of the Companies Act 2013 the Board of Directors has appointedM/s. Jagdish Verma & Co. Chartered Accountants Ahmedabad (FRN: 103837W) as anInternal Auditors of the Company for the Financial Year 2020-2021 to conduct InternalAudit of the Company.
Further the Board of Directors in their Meeting held on 18th June 2021 hasappointed M/s. Jagdish Verma & Co. Chartered Accountants Ahmedabad (FRN: 103837W) asan Internal Auditors of the Company for the Financial Year 2021-2022.
As regards the comments made in the Auditor's Report the Board is of the opinion thatthey are self explanatory and does not require any further clarification.
22. PARTICULARS OF LOANS GUARANTEES OR INVESTMENT UNDER SECTION 186 OF THE COMPANIESACT 2013:
The details of Loans Guarantees and Investments covered under the provisions ofSection 186 of the Companies Act 2013 are given in the notes to the Financial Statements.
23. MANAGEMENT DISCUSSION AND ANALYSIS:
As per requirements of Regulation 34 of SEBI (LODR) Regulations 2015 the Management'sDiscussion and Analysis report of the Company forms an integral part of this Report isannexed as Annexure-D.
24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO INSECTION 188 OF THE COMPANIES ACT 2013:
All transactions with related parties were in the ordinary course of business and onarm's length basis. The Company has not entered into any transaction of a material naturewith any of the related parties which are in conflict with the interest of the Company.
All transactions with related parties were periodically reviewed and approved by theAudit Committee. Further there were no transactions with related parties which qualify asmaterial transactions under the Regulations 23 of the SEBI (LODR) Regulations 2015.
Pursuant to Section 134(3)(h) of the Companies Act 2013 a statement showing contractsand arrangements with related parties under Section 188(1) of the Companies Act 2013 inprescribed Form-AOC-2 is annexed to the this Report as Annexure-E.
The details of related party transactions are disclosed in Note No. 29 of the notes tothe financial statement forming part of the Annual Reports.
25. 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) of the CompaniesAct 2013 in respect of conservation of energy and technology absorption have not beenfurnished as they are not applicable considering the nature of activities undertaken bythe Company during the year under review.
(B) Foreign exchange earnings and Outgo
There were no foreign exchange earnings and outgo during the year under review.
26. 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 of Companyto achieve objectives ability to implement business strategies the manner in which theCompany operates and reputation as "Risks". A detailed exercise is carried outto identify evaluate manage and monitoring all types of risks.
During the period under report the Company has not accepted any deposits from thepublic falling within the purview of Section 73 of the Companies Act 2013 read with theCompanies (Acceptance of Deposits) Rules 2014.
28. COMMITTEES OF THE BOARD:
The Company's Board has the following Committees:
I. Audit Committee
II. Stakeholders Relationship Committee
III. Nomination & Remuneration Committee
I. AUDIT COMMITTEE
The Audit Committees is constituted in accordance with the provisions of Regulation 18of the SEBI (LODR) Regulations 2015 and Section 177 of the Companies Act 2013. Thepowers role and terms of reference of the Audit Committee covers the areas ascontemplated under Section 177 of the Companies Act 2013 and Regulation 18 of SEBI (LODR)Regulations 2015 as applicable besides other terms as referred by the Board ofDirectors.
During the year the Audit Committee met four times on 26th June 2020 7thAugust 2020 30th October 2020 and 04th February 2021. Themaximum gap between two meetings was less than one hundred and twenty days. Howeverpursuant to relaxation provided vide SEBI circular no. SEBI/HO/CFD/CMD1/CIR/P/2020/38dated 19th March 2020 your company has availed the relaxation and hasaccordingly conducted 1st Meeting of Audit Committee for F.Y. 2020-2021 afterhaving a gap of more than 120 days from its previous Board Meeting held on 7thFebruary 2020.
TERMS OF REFERENCE OF AUDIT COMMITTEE:
1. Oversight of the company's financial reporting process and the disclosure of itsfinancial information to ensure that the financial statement is correct sufficient andcredible;
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 auditor's reportthereon before submission to the board for approval with particular reference to:
a. Matters required to be included in the Director's Responsibility Statement in theBoard's report in terms of clause (c) of sub-section 3 of section 134 of the CompaniesAct 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
e. Compliance with SEBI (LODR) Regulations 2015 and other legal requirements relatingto financial statements
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 auditor's independence and performance and effectiveness ofaudit process;
8. Approval or any subsequent modification of transactions of the company with relatedparties;
9. Scrutiny of inter-corporate loans and investments;
10. Valuation of undertakings or assets of the company wherever it is necessary;
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 official 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 post-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;
24. Review of Internal audit reports relating to internal control weaknesses;
25. Review of appointment removal and terms of remuneration of the Chief internalauditor; and
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.
II. STAKEHOLDERS RELATIONSHIP COMMITTEE
Stakeholders Relationship Committee of the Company is constituted in line with theprovisions of Section 178 of the Companies Act 2013 and Regulation 20 of the SEBI (LODR)Regulations 2015. The Board has constituted Stakeholders' Relationship Committee interalia to consider and review the complaints received from shareholders like transfer ofshares non- receipt of balance sheet etc.
During the year the Committee met four times on 26th June 2020 07thAugust 2020 30th October 2020 and 4th February 2021. Thecomposition of the Committee as well as the particulars of attendance at the Committeemeetings are given below:
TERMS OF REFERENCE OF STAKEHOLDERS RELATIONSHIP COMMITTEE:
1. To attend requests from the shareholders for transfer / transmission of shares andall matters incidental or related thereto;
2. To attend matters relating dematerialization / re-materialization of shares / othersecurities 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 non-receipt of annual report and non-receiptof declared dividends general meetings etc.;
5. To investigate complaints relating to allotment of shares approval of transfer ortransmission of shares or any other securities;
6. To attend issues of duplicate certificates and new certificates on split /consolidation / renewal;
7. To review measures taken for effective exercise of voting rights by shareholders;
8. To review adherence to the standards adopted by the Company in respect of variousservices being rendered by the Registrar & Share Transfer Agent;
9. To review the measures and initiatives taken by the Company for reducing the quantumof unclaimed dividends and ensuring timely receipt of dividend warrants/annualreports/statutory notices by the shareholders of the Company;
10. To attend matters relating to compliance with the SEBI (LODR) Regulations 2015 andother statutory requirements concerning the interests of holders of shares and othersecurities; and
11. 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
The Nomination and Remuneration Committee of the Company is constituted in alignmentwith the provisions of Section 178 of the Companies Act 2013 and Regulation 19 of theSEBI (LODR) Regulations 2015 and terms of reference including role & powers of theCommittee as referred by the Board of Directors.
During the year the Nomination and Remuneration Committee met three times on 7thAugust 2020 4th February 2021 and 27th February 2021.
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. Recommend to the board all remuneration in whatever form payable to seniormanagement;
7. Analyzing monitoring and reviewing various human resource and compensation matters;and
8. Determining the company's policy on specific remuneration packages for executivedirectors 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 sufficient /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 anyperson as its Executive Chairman Managing Director or Executive Director for a term notexceeding five years at a time. No reappointment shall be made earlier than one yearbefore the expiry of term.
2. Independent Director: An Independent Director shall hold office for a term up tofive consecutive years on the Board of the Company and will be eligible for re-appointmenton passing of a special resolution by the Company and disclosure of such appointment inthe Board's report. No Independent Director shall hold office for more than twoconsecutive terms but such Independent Director shall be eligible for appointment afterexpiry of three years of ceasing to become an Independent Director. Provided that anIndependent Director shall not during the said period of three years be appointed in orbe associated with the Company in any other capacity either directly or indirectly.However if a person who has already served as an Independent Director for five years ormore 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 ofIndependent Director it should be ensured 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 carried out evaluation of performance ofevery 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 the applicableprovisions of the Companies Act 2013 and the prevailing policy of the Company. The Boardwill have the discretion to retain the Director KMP Senior Management Personnel in thesame position / remuneration or otherwise even after attaining the retirement age for thebenefit 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 the Board forapproval. The remuneration / compensation / commission etc. shall be subject to theprior/post approval of the shareholders of the Company and Central Government whereverrequired.
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 there under.
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 effective 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 Officer Chief Financial Officer 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 beeligible for a monthly remuneration as may be approved by the Board on the recommendationof the Committee. The breakup of the pay scale and quantum of perquisites includingemployer's contribution to PF pension scheme medical expenses club fees etc. shall bedecided and approved by the Board on the recommendation of the Committee and approved bythe shareholders and Central Government wherever required.
2. Minimum Remuneration: If in any financial year the Company has no profits or itsprofits are inadequate the Company may pay remuneration to its Managing Director andWhole-time Directors in accordance with the provisions of Schedule V of the Companies Act2013 and if it is not able to comply with such provisions with the previous approval ofthe Central Government.
3. Provisions for excess remuneration: If any Whole-time Director draws or receivesdirectly or indirectly by way of remuneration any such sums in excess of the limitsprescribed under the Companies Act 2013 without the prior sanction of the CentralGovernment where required he / she shall refund such sums to the Company and until suchsum is refunded hold it in trust for the Company. The Company shall not waive recovery ofsuch sum refundable to it unless permitted by the Central Government.
Remuneration to Non- Executive / Independent Director:
1. Remuneration / Commission: The remuneration / commission may be fixed as per theslabs and conditions mentioned in the Articles of Association of the Company and theCompanies Act 2013 and the rules made there under.
2. Sitting Fees: The Non- Executive / Independent Director may receive remuneration byway of fees for attending meetings of Board or Committee thereof. Provided that the amountof such fees shall not exceed One Lakh Rupees per meeting of the Board or Committee orsuch amount as may be prescribed by the Central Government from time to time.
3. Commission: Commission may be paid within the monetary limit approved byshareholders subject to the limit not exceeding 1% of the profits of the Company computedas per the applicable provisions of the Companies Act 2013.
29. VIGIL MECHANISM:
In compliance with the provisions of Section 177(9)&(10) of the Companies Act 2013and Regulation 22 of the SEBI (LODR) Regulations 2015 the Company has a well-establishedVigil Mechanism/ Whistle Blower Policy for providing a formal mechanism for all employeesof the Company to approach Chairman of the Audit Committee of the Company and makeprotective disclosures about the unethical behavior actual or suspected fraud andviolation of the Company's Code of Conduct and Business Ethics. Under the Policy eachemployee of the Company has an assured access to the Chairman of the Audit Committee. TheVigil Mechanism/Whistle Blower Policy is displayed on the website of the Company i.e. www.kashyaptele-medicines.com.
30. CODE OF CONDUCT:
Pursuant to Regulations 8 & 9 of SEBI (Prohibition of Insider Trading) Regulations2015; your Company has formulated implemented and has in place a comprehensive "Codeof Fair Disclosure of Unpublished Price Sensitive Information" & "Code ofConduct for Prevention of the Insider Trading" (hereinafter known as "Codes ofConduct") for regulating monitoring and reporting the trading by Designated personsof the Company which include Promoters Directors Heads and such other employees of theCompany and others who are expected to have access to unpublished price sensitiveinformation and as may be defined under the "Codes of Conduct".
31. INTERNAL CONTROL SYSTEMS:
The Company has in place adequate internal financial controls with reference tofinancial statements. The Board has adopted policies and procedures for ensuring theorderly and efficient conduct of its business including adherence to the Company'spolicies the safeguarding of its assets the prevention and detection of fraud errorreporting mechanisms the accuracy and completeness of the accounting records and thetimely preparation of reliable financial disclosures.
The Company has devised systems to ensure compliance with the provisions of allapplicable laws to the Company. During the year under review the Audit Committee theStatutory Auditors and top management of the Company has ensured and reviewed the adequacyof internal control system in the Company its compliance with operating systemsaccounting procedures and policies of the Company. Significant Audit observations andcorrective actions if any thereon were presented before the Board for their review.
32. CORPORATE SOCIAL RESPONSIBILITY:
The Company is not falling under the criteria as mentioned in Section 135 of theCompanies Act 2013 read with Companies (Corporate Social Responsibility Policy) Rules2014. Hence provision of Corporate Social Responsibility is not applicable to theCompany.
33. COST RECORDS AND COST AUDIT:
The provisions of the Section 148 read with Companies (Cost Records and Audit) Rules2014 of the Companies Act 2013 is not applicable on the Company and thus the Company isnot required to maintain the Cost Records.
34. CORPORATE GOVERNANCE REPORT:
Pursuant to Regulations 15 and 34(3) read with Schedule V of SEBI (LODR) Regulations2015 report on Corporate Governance is not applicable to the Company for the FinancialYear 2020-2021 as the paid up equity share capital and net worth of the Company does notexceed Rs.10 crores and Rs.25 crores respectively as on the last day of previous FinancialYear ended on 31st March 2020.
35. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
During the year under review no significant and material orders were passed by theRegulators or Courts or Tribunals impacting the going concern status and Company'soperations in Future.
However the BSE Limited (BSE) vide its letter dated 27th February 2015 has passed anorder to suspend 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 BSEofficials in the said matter and continuous representations are being made to BSE inregards to revocation of suspension. The revocation of suspension is under process andexpected to be completed soon.
36. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL)ACT 2013:
The Company has in place policy on Prevention Prohibition and Redressal of SexualHarassment for women at workplace in accordance with the requirements of the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013. Thepolicy has set guidelines on the redressal and enquiry process that is to be followed bycomplainants whilst dealing with issues related to sexual harassment at the work place.During the year the Company has neither received any complaints nor has any pendingcomplaints under the said Act.
37. LISTING OF SHARES:
The Equity Shares of the Company are listed on the BSE Limited (BSE) with scrip codeNo. 531960. The annual listing fee for the Financial Year 2020-2021 has been paid to BSELimited. Further the Company complies with the provisions of the SEBI (LODR) Regulations2015 on a regular basis.
38. COMPLIANCE WITH SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANYSECRETARIES OF INDIA (ICSI):
The Company is compliant with and ensures compliance under the provisions of theapplicable Secretarial Standards issued by the ICSI.
39. NON APPLICABILITY OF GOODS AND SERVICE TAX (GST):
Your Company do not fall under the mandatory registration applicability criteria as perthe guidelines on GST issued by Central Government to be read with all such amendmentstherein and thus do not have any GST number. The Company ensures that it will immediatelyapply for registration as and when turnover for sale of services exceeds Rs 20 Lakhs.
40. DETAILS OF SETTLEMENT DONE WITH BANKS OR FINANCIAL INSTITUTIONS:
During the year under review the Company has not taken any loan from banks orfinancial Institutions accordingly there exist no such requirement of valuations and onetime settlement hence disclosure of details of difference between amount of the valuationdone at the time of one time settlement and the valuation done while taking loan from thebanks or financial institutions along with the reason thereof is not applicable to theCompany.
41. APPLICATION UNDER THE INSOLVENCY AND BANKRUPTCY CODE 2016:
During the year under review your company has neither made any application nor anyproceedings were initiated/ pending against the Company under the Insolvency andBankruptcy Code 2016 as at the year ended 31st March 2021.
The Board of Directors would like to express their sincere thanks to the Shareholders& Investors of the Company for the trust reposed on us over the past several years.Your Directors are highly grateful for all the guidance support assistance andco-operation received from the Stakeholders Business Partners Government & otherStatutory Bodies Banks Financial Institutions Analysts and Shareholders and EsteemedCustomers and employees during the year under review.