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Raaj Medisafe India Ltd.

BSE: 524502 Sector: Industrials
NSE: N.A. ISIN Code: INE548H01015
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NSE 05:30 | 01 Jan Raaj Medisafe India Ltd
OPEN 29.95
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VOLUME 900
52-Week high 72.50
52-Week low 25.75
P/E 11.01
Mkt Cap.(Rs cr) 33
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Sell Price 0.00
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OPEN 29.95
CLOSE 29.95
VOLUME 900
52-Week high 72.50
52-Week low 25.75
P/E 11.01
Mkt Cap.(Rs cr) 33
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Raaj Medisafe India Ltd. (RAAJMEDISAFE) - Director Report

Company director report

To

The Members of

Raaj Medisafe India Ltd.

Your Directors are pleased to present the 36THAnnual Report along with the Company'sAudited Financial Statement for the financial year ended March 31 2021

Your Directors are pleased to inform you that National Company Law Tribunal IndoreBench at Ahmedabad vide its order dated 25.10.2020 has sanctioned the Scheme ofAmalgamation of Padma Polytex India Private Limited (Transferor Company) with RaajMedisafe India Limited (Transferee Company) where Appointed date was April 1 2020 andeffective date is November 26 2020

1. FINANCIAL RESULTS

(Rs. In Thousands)

Particulars 2020-21 2019-20
Sales & Other Income 318254.21 221465.87
Total Expenditure 277389.72 202881.52
Earning before Finance Cost Depreciation & Tax 40864.49 18584.35
Less: Finance Cost 7444.02 11559.39
Depreciation & Amortization Expenses 7109.89 6767.04
Profit/ (loss) before Tax and extraordinary items 26310.58 257.92
Add: Exceptional & Extraordinary items -123.46 -89.57
Profit / (Loss) before Tax 26187.12 168.35
Current Tax 467.91 3361.49
Deferred Tax 2724.85 -304.32
Other Comprehensive Income -390.39 -373.86
Profit/ (Loss) for the Year 22603.96 3262.68
Basic & Diluted Earnings (in Rs.) Per Equity Shares of Face Value of Rs. 10/- each. 2.07 -.30

2. COVID-19

Due to COVID-19 situation there have been several restrictions imposed by theGovernments across the globe on the travel goods movement and transportation consideringpublic health and safety measures which had some impact on the Company supply chainduring 2020-21. The company is closely monitoring the impact of the pandemic on allaspects of its business including how it will impact its customers employees vendors andbusiness partners. The management has exercised due care in concluding on significantaccounting judgements and estimates inter-alia recoverability of receivables inventorybased on the information available to date both internal and external while preparingthe financial results as of and for the year ended 31.03.2021

3. DIVIDEND

The Board of Directors expresses its inability to recommend dividend due to inadequateprofits for the year 2020-21.

4. ALLOTMENT OF EQUITY SHARES

Pursuant to the order dated 15.10.2020 passed by the National Company Law TribunalIndore Bench at Ahmedabad sanctioning the Scheme of Amalgamation of Padma Polytex IndiaPrivate Limited (Transferor Company) with Raaj Medisafe India Limited (TransfereeCompany) the Company has allotted 5897612 Fully paid up Equity Shares of Rs. 10 each tothe shareholders of Transferor Company on March 24 2021.

The Company has initiated Corporate Action for crediting the equity shares as aforesaidin the respective DEMAT

Accounts of the respective shareholders which is under process.

4. BUSINESS REVIEW

During the year your Company has registered sales and other income of Rs.318254.21ascompared to Rs.221465.87during previous year. (Rupees in thousands)

5. MATERIAL CHANGES COMMITMENTS AND CHANGE IN THE NATURE OF BUSINESS

There have been no material changes and commitments affecting the financial position ofthe Company between the end of the financial year and date of this report.

6. TRANSFER TO RESERVES:

The Company has not transferred any amount to General Reserves and retain the amountavailable for appropriation in the Profit and Loss Account.

7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis forms an integral part of this Report asstipulated under Regulation 34(2) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 entered with the Stock Exchange is set out in theAnnexure forming part of Annual Report marked as Annexure "A".

8. CORPORATE GOVERNANCE

Corporate Governance is an ethically driven business process that is committed tovalues aimed at enhancing an organizations brand and reputation. The new Companies Act2013 as amended to date and amended Listing Regulations have strengthened the governanceregime in the country. The Company is in compliance with the governance requirementsprovided under the new law. The Company is committed to maintain the highest standards ofcorporate governance and adhere to the corporate governance requirements set out by SEBI.Report on Corporate Governance is forming part of the Annual Report as Annexure"B".

A separate report on Corporate Governance is provided together with a Certificate fromthe Practicing Company Secretary confirming compliance with conditions of CorporateGovernance as stipulated under Regulation 34 read with Schedule V of the ListingRegulations is annexed to the Annual Report.

A Certificate of the Chairman and MD of the Company in terms of Regulation 17(8) readwith Part B of Schedule II of the Listing Regulations inter alia confirming thecorrectness of the financial statements and cash flow statements stating that members ofBoard of Directors and Senior Management have affirmed compliance with the Company's Codeof Conduct and adequacy of the internal control measures and reporting of matters to theAudit Committee.

9. INFORMATION PURSUANT TO SECTION 134 OF THE COMPANIES ACT 2013

a) CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES-

During the financial year 2020-21 the Company has entered into transactions withrelated parties as defined under Section 2(76) of the Companies Act 2013 read withCompanies (Specification of Definitions Details) Rules 2014 which were in the ordinarycourse of business and on arms' length basis and in accordance with the provisions of theCompanies Act 2013 and Regulation 23 of SEBI (Listing obligations and DisclosureRequirements) Regulations 2015. During the financial year 2020-21 there were notransactions with related parties which qualify as material transactions under the SEBI(Listing obligation and Disclosure Requirements) Regulations 2015 and the Companies Act2013.

The transactions entered into with the related parties during the year under reviewhave been stated in note No. 35 of the financial statements for the year ended on March31 2021.

In line with the requirements of the Companies Act 2013 and SEBI (Listing obligationsand Disclosure Requirements) Regulations 2015 the Company has formulated a Policy onRelated Party Transactions which is also available on Company's website atwww.raajmedisafeindia.com. The Policy intends to ensure that proper reporting; approvaland disclosure processes are in place for all transactions between the Company and RelatedParties. Therefore the Company is not required to furnish any particulars in the FormAOC-2.

b) EXTRACT OF THE ANNUAL RETURN

- Pursuant to Section 92(3) read with Section 134(3)(a) of the Act the AnnualReturn as on March 31 2021 is available on the Company's website onwww.raajmedisafeindia.com

c) BOARD MEETINGS

- The details of the number of Board and Committee meetings of the Company are setout in the Corporate Governance Report which forms part of this Report.

d) DISCLOSURE BY INDEPENDENT DIRECTORS

- Your Company has received annual declarations from all the Independent Directorsof the Company confirming that they meet with the criteria of Independence provided inSection 149(6) of the Companies Act 2013 and Regulations 16(1) (b) & 25 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 and there has been nochange in the circumstances which may affect their status as Independent Director duringthe year.

The Independent Directors met on February 11 2021 without the attendance of NonIndependent Directors and members of the Management. The Independent Directors reviewedthe performance of Non Independent Directors and the Board as a whole; the performance ofthe Chairman of the Company taking into account the views of Executive Directors and NonExecutive Directors and assessed the quality quantity and timeliness of flow ofinformation between the Company Management and the Board that is necessary for the Boardto effectively and reasonably perform their duties.

e) POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

- The Remuneration Policy of the Company is designed to attract motivate andretain manpower in a competitive and international market. The policy reflects theCompany's objectives for good corporate governance as well as sustained long-term valuecreation for shareholders. The Remuneration Policy applies to the Company's seniormanagement including its Key Managerial Person and Board of Directors. The Nomination andRemuneration Policy for the members of Board and Executive Management is available on theCompany's website www.raajmedisafeindia.com

f) QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS BY THE AUDITORS -

The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation adverse remark or disclaimer.

g) PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIESPROVIDED-

Pursuant to Section 134(3)(g) of the Companies Act 2013 particulars of loansguarantees or investments provided by the Company under Section 186 of the Act as at endof the Financial Year 2020-21 are disclosed in the Notes to the Financial Statementattached with the Board Report.

h) CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO-

Details of conservation of energy technology absorption and foreign exchange earningsand outgo as stipulated under Section 134 of the Companies Act 2013 read with theCompanies (Accounts) Rules 2014 is forming part of this report as Annexure"C".

i) RISK MANAGEMENT

- In line with the regulatory requirements of Section 134(3) of Companies Act2013 the Company has framed a Risk Management Policy to identify and access the keybusiness risk areas and to resolve the same risk for smooth operations. A detailedexercise is being carried out at regular intervals to identify evaluate manage andmonitor all business risks. The Board periodically reviews the risks and suggests steps tobe taken to control and mitigate the same through a properly defined framework.

j) CORPORATE SOCIAL RESPONSIBILITY

- The Company is not required to constitute a Corporate Social ResponsibilityCommittee as it does not fall within purview of Section 135(1) of the Companies Act 2013and hence it is not required to formulate policy on corporate social responsibility.

k) AUDIT COMMITTEE-

In terms of provisions of Section 177 of the Companies Act 2013 read with Rule 6 and 7of the Companies (Meetings of the Board and its Powers) Rules 2013 the Company hasconstituted Audit Committee.

l) FIXED DEPOSIT

- During the financial year 2020-21 your Company has not accepted any depositwithin the meaning of Sections 73 and 74 of the Companies Act 2013 read together with theCompanies (Acceptance of Deposits) Rules 2014.

m) SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS COURTS TRIBUNALS

- No significant and material orders have been passed by the regulators courtstribunals impacting the going concern status and Company's operations in future.

n) PARTICULARS OF EMPLOYEES

In terms of the provisions of the Companies Act 2013 read with Rules 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 a statementshowing the remuneration of Managerial personnel is set out in the Annexure"D" which forms part of this report.

o) Pursuant to section 143 (12) of the Companies Act 2013 the auditors have notreported any fraud committed by the Company during the year under review.

10. COMPLIANCE OF SECRETARIAL STANDARD

The Company has complied with the Secretarial Standards issued by the Institute ofCompany Secretaries of India and approved by the Central Government as required underSection 118 (10) of the Companies Act 2013.

11. DIRECTORS RESPONSIBILITY STATEMENT

Your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31 2021 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;

b) the Directors have 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 as at March 31 2021 and of the profit ofthe Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a ‘going concern' basis;

e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and the Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.; and

f) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that

such systems are adequate and operating effectively.

12. DIRECTORS

Shri Arpit Bangur (DIN:02600716) retires by rotation at ensuing Annual General Meetingand being eligible offers him self for reappointment.

The Board Recommends re-appointment of the aforesaid Director in the ensuing AnnualGeneral Meeting.

Shri Ajay Kasat Managing Director of the Company has resigned from the Board ofDirectors with effect from August 17 2021

Shri Navin Jhawar is proposed to be appointed as additional Director (to be designatedas Managing Director) with effect from August 18 2021.

The Board place on record its appreciation for the wise counsel given by the outgoingDirector during the tenure of his office and welcome the incoming Director on the Board.

Brief resume of Director seeking appointment and re-appointment as stipulated underRegulation 36(3) of SEBI (Listing Obligation and Disclosure Requirements) Regulations2015 has been provided as Annexure to the Notice of AGM of the Company.

The Board recommends appointment of Naveen Jhawar in the ensuing Annual GeneralMeeting.

13. KEY MANAGERIAL PERSONNEL

The Key Managerial Personnel (KMP) in the Company as per Section 203 of the CompaniesAct 2013 are as follows:

Mr. AJAY KASAT: Managing Director (DIN:05269584) : Resigned with effect from August 172021

Mr. Navin Jhawar (DIN: 08729821) is proposed to be appointed as Managing Director ofthe Company with effect from August 18 2021.

Mr. SACHIN SARDA: Company Secretary (PAN:AXWPS3668P)

Mrs. ANKITA JAIN: Chief Financial Officer (PAN: ALJPJ7535K)

14. EVALUATION OF BOARD COMMITTEES AND INDIVIDUAL DIRECTORS

The Company has devised a Policy for performance evaluation of Independent and otherDirectors Board as a whole and committees thereof which include criteria for performanceevaluation of the executive and non-executive directors.

In accordance with the provisions of Schedule IV of the Companies Act 2013 a separatemeeting of the Independent Directors was held on February 11 2021 without the attendanceof Non-Independent Directors and Members of the Management. The Committee has reviewed theperformance and effectiveness of the Board in this meeting as a whole for the FinancialYear 2020-21.

The Policy for evaluation of performance of the Board of Directors is available on theCompany's website www.raajmedisafeindia.com

15. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION

AND REDRESSAL) ACT 2013

The Company is committed to provide the healthy environment to all its employees thecompany has in place a Prevention of the Sexual Harassment Policy and an Internalcomplaints committee as per the requirements of Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 The policy aims at educating employeeson conduct that constitute sexual harassment ways and means to prevent occurrence of anysuch incident and the mechanism for dealing with such incident in the unlikely event ofits occurrence. The Company has zero tolerance on Sexual Harassment at workplace. Duringthe year under review no complaints were received against the sexual harassment atworkplace.

16. VIGIL MECHANISM

The Company is committed to highest standards of ethical moral and legal businessconduct. Accordingly the Board of Directors has formulated a Whistle Blower Policy whichis in compliance with the provisions of Section 177 (10) of the Companies Act 2013. Thepolicy provides for a framework and process whereby concerns can be raised by itsemployees against any kind of discrimination harassment victimization or any otherunfair practice being adopted against them. More details on the vigil mechanism and theWhistle Blower Policy of the Company have been outlined in the Corporate Governance Reportwhich forms part of this report.

17. AUDITORS

The Company has received a certificate from M/s. V.K. Ladha & Associates (FirmRegn. No. 002301C) Chartered Accountants Ujjain that they meet the eligibility criteriaas defined in Section 141 of the Companies Act 2013 and rule framed thereunder and theyhave confirmed that they are not disqualified from continuing as statutory auditors of theCompany.

18. SECRETERIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed Mr. Manish Maheshwari Practicing Company Secretary to conduct theSecretarial Audit of the Company. The Secretarial Audit Report is annexed herewith to thisReport and marked as Annexure "E".

19. NON DISQUALIFICATION OF DIRECTORS

In terms of the declarations received from the Directors of the Company under section164 of the Companies Act 2013 none of the Directors is disqualified to beappointed/re-appointed.

A certificate issued by Mr. Manish Maheshwari Practicing Company Secretary pursuantto Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 is annexed hereto and marked as Annexure-"F".

20. INTERNAL FINANCIAL CONTROL

According to Section 134(5) (e) of the Companies Act 2013 the term Internal FinancialControl (IFC) means the policies and procedures adopted by the company for ensuring theorderly and efficient conduct of its business including adherence to company's policiesthe safeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information.

The Company has adequate system of internal controls to ensure that all the assets aresafeguarded and are productive. Necessary checks and controls are in place to ensure thattransactions are properly verified adequately authorized correctly recorded and properlyreported.

21. SUSBSIDIARIES JOINT VENTURES AND ASSOCIATES COMPANIES

During the year under review pursuant to the provisions of section 2(6) 2(87)of theCompanies Act 2013 the Company has no subsidiaries joint venture and associate Company.

22. INDUSTRIAL RELATIONS

Relation between the Management and its employees has been cordial. Your Directorsplace on record their appreciation of the efficient and loyal services rendered by theemployees of the Company at all levels.

ACKNOWLEDGEMENT

The Directors wish to convey their appreciation for the co-operation extended bybankers and various Government agencies. The Directors also wish to thank theShareholders Employees Customers and Suppliers for their support and co-operation.

For and on behalf of the Board
RAAJ MEDISAFE INDIA LIMITED
Sd/- Sd/-
Place: Ujjain AJAY KASAT ARPIT BANGUR
Date: August 12 2021 MANAGING DIRECTOR CHAIRMAN
DIN: 05269584 DIN: 02600716

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