Your Directors are pleased to present the 32nd Annual Report along with the Company'sAudited Financial Statement for the financial year ended March 31 2017.
(Rs. in lacs)
|Particulars ||2016-17 ||2015-16 |
|Sales & Other Income ||447.45 ||180.56 |
|Total Expenditure ||451.27 ||210.30 |
|Earning before Finance Cost Depreciation & Tax ||(3.82) ||(29.74) |
|Less: Finance Cost ||50.78 ||53.78 |
|Depreciation & Amortization Expenses ||27.23 ||23.91 |
|Profit/ (loss) before Tax and extraordinary items ||(81.83) ||(107.43) |
|Exceptional & Extraordinary items ||1.18 ||0.34 |
|Profit / (Loss) before Tax ||(83.01) ||(107.77) |
|Current Tax ||- ||- |
|Profit/ (Loss) for the Year ||(83.01) ||(107.77) |
|Basic & Diluted Earnings Per Equity Shares of Face Value of Rs. 10/- each. ||(1.62) ||(2.14) |
The Board of Directors of the company has not recommended any dividend for thefinancial year 2016-17.
During the year your Company has registered sales and other income Rs.447.45 Lakhs ascompared to Rs.180.56 Lakhs during previous year. Company has already taken effectivesteps to improve the earnings and is confident of attaining better results during theyear.
The Board does not proposes to transfer any amount to reserves.
During the financial year 2016-17 your Company has not accepted any deposit within themeaning of Sections 73 and 74 of the Companies Act 2013 read together with the Companies(Acceptance of Deposits) Rules 2014.
MATERIAL CHANGES OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR UNDER REVIEW AND THEDATE OFTHE REPORT
There have been no material changes which have taken place during the time periodbetween end of the financial year under review and the date of the report which affectsthe financial position of the Company.
CORPORATE SOCIAL RESPONSIBILITY:
The Company is not required to constitute a Corporate Social Responsibility Committeeas it does not fall within purview of Section 135(1) of the Companies Act 2013 and henceit is not required to formulate policy on corporate social responsibility.
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) Regulation 2015 entered with the Stock Exchange is set out in the Annexureforming part of Annual Report marked as Annexure "A".
Corporate Governance is an ethically driven business process that is committed tovalues aimed at enhancing an organizations brand and reputation. The new Companies Act2013 and amended Listing Regulations have strengthened the governance regime in thecountry. The Company is in compliance with the governance requirements provided under thenew law and had proactively adopted many provisions of the new law ahead of time. TheCompany is committed to maintain the highest standards of corporate governance and adhereto the corporate governance requirements set out by SEBI. Report on Corporate Governanceis forming part of the Annual Report as Annexure "B".
A separate report on Corporate Governance is provided together with a Certificate fromthe Statutory Auditors of the Company 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.
EXTRACT OFTHE ANNUAL RETURN
The Extract of Annual Return as on March 31 2017 in the prescribed Form No. MGT-9pursuant to Section 92(3) of the Companies Act 2013 and Rule 12 (1) of the Companies(Management and Administration) Rules 2014 is attached herewith as "Annexure C"and forms part of this Report.
The details of the number of Board and Committee meetings of the Company are set out inthe Corporate Governance Report which forms part of this Report.
DIRECTORS RESPONSIBILITY STATEMENT
Your Directors state that:
a) in the preparation of the annual accounts for the year ended March 31 2017 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 2017 and of the loss 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.
DISCLOSURE BY INDEPENDENT DIRECTORS
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under section 149(6) of the Companies Act 2013.
Mr. Arpit Bangur (DIN: 02600716) retires by rotation at ensuing Annual General Meetingand being eligible offer himself for reappointment.
Brief resume of Directors 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.
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) Mr. SACHINSARDA: Company Secretary (PAN: AXWPS3668P) Mrs. ANKITA JAIN: Chief Financial Officer (PAN:ALJPJ7535K)
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The Remuneration Policy of the Company is designed to attract motivate and retainmanpower in a competitive and international market. The policy reflects the Company'sobjectives for good corporate governance as well as sustained long-term value creation forshareholders. The Remuneration Policy applies to the Company's senior managementincluding 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
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 8th February 2017 without theattendance of Non-Independent Directors and Members of the Management. The Committee hasreviewed the performance and effectiveness of the Board in this meeting as a whole for theFinancial Year 2016-17.
The Policy for evaluation of performance of the Board of Directors is available on theCompany's website www.raajmedisafeindia.com
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013.
In accordance with the provisions of The Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and rules made there under the Companyformulated an internal policy on Sexual Harassment at workplace (Prevention Prohibitionand Redressal) during the year under review.
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.
AUDITORS AND AUDITORS' REPORT
At the Annual General Meeting held on 30th September 2015 M/s. Nitin Vasant Garud& Co. Chartered Accountants (Firm Registration No. 014133C) were appointed asstatutory auditors of the Company to hold office till the conclusion of the AnnualGeneral Meeting to be held in the year 2020.
In terms of Section 139 of the Companies Act 2013 the appointment of the auditorsshall be placed for ratification at every Annual General Meeting. Accordingly theappointment of M/s. Nitin Vasant Garud & Co. Chartered Accountants (Firm RegistrationNo. 014133C) as statutory auditors of the Company is placed for ratification byshareholders.
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 or adverse remark.
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 "D".
Reply to the emphasis points in the Report is as under:
|Emphasis Points ||Board's Reply |
|1. Company has not appointed Internal Auditor as per section 138 of the Companies Act 2013. ||As regards appointment of Internal Auditor The Board submits that the Company was closed down since 2010 and resumes its production in the later part of December 2014. However the Company has appointed M/s. Nerkar & Co. Chartered Accountants on May 29 2017 as Internal Auditors of the Company for the year 2017-18. |
CONTRACTS AND ARRANGEMENTSWITH RELATED PARTIES
During the financial year 2016-17 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 arm's length basis and in accordance with the provisions of theCompanies Act 2013 Rules issued there under and Clause 49 of the Listing Agreement andRegulation 23 of SEBI (Listing obligations and Disclosure Requirements) Regulation 2015.During the financial year 2016-17 there were no transactions with related parties whichqualify as material transactions under the Listing Agreement/ SEBI (Listing obligation andDisclosure Requirements) Regulation 2015 and the Companies Act.
In line with the requirements of the Companies Act 2013 and SEBI (Listing obligationsand Disclosure Requirements) Regulation 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.
PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIES PROVIDED
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 2016-17 are disclosed in the Notes to the Financial Statementattached with the Board Report.
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 E' whichforms part of this report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
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 "F".
In line with the regulatory requirements of Section 134(3) of Companies Act 2013 theCompany has framed a Risk Management Policy to identify and access the key business riskareas and to resolve the same risk for smooth operations. A detailed exercise is beingcarried out at regular intervals to identify evaluate manage and monitor all businessrisks. The Board periodically reviews the risks and suggests steps to be taken to controland mitigate the same through a properly defined framework.
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.
SUSBSIDIARIES JOINTVENTURES 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 any associateCompany.
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.
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: Pithampur ||AJAY KASAT ||ARPIT BANGUR |
|Date: August 18 2017 ||MANAGING DIRECTOR ||CHAIRMAN |
| ||DIN: 05269584 ||DIN: 02600716 |