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Rajesh Solvex Ltd.

BSE: 519514 Sector: Industrials
NSE: N.A. ISIN Code: INE893E01012
BSE 05:30 | 01 Jan Rajesh Solvex Ltd
NSE 05:30 | 01 Jan Rajesh Solvex Ltd

Rajesh Solvex Ltd. (RAJESHSOLVEX) - Director Report

Company director report

To the Members Your Directors have pleasure in presenting the Annual Report along withAudited Financial Statements for the year ended 31st March 2018.

1. FINANCIAL RESULTS:

(Rs . in Lakhs)

2017-18 2016-17
Net Sales/ Income from Operations 483.44 293.25
Operating Profit (Loss) before interest and Depreciation (PBIDTA) 7.54 2.17
Finance costs -14.91 -21.82
Depreciation -18.47 -18.62
Net Profit/ (Loss) after tax -25.84 -38.27
Deficit Brought Forward From Previous Year -786.19 -722.08
Less: Other Reserves 15.00 15.00
Balance carried to Balance Sheet -771.19 -760.36

2. OPERATIONS: The total sales of the Company for the financial year ended on31st March 2018 were Rs. 483.44 Lakhs as against Rs. 293.25 Lakhs during the lastfinancial year ended on 31st March 2017. Similarly the net Profit/lossafter tax was Rs.(25.84 Lakhs) and Rs.(38.27 Lakhs) Loss in the previous year.

3. DIVIDEND: In view of the current year loss and earned forward losses theDirectors regret their inability to recommend any dividend to the Equity Shareholders ofthe Company for the year under review.

Considering the all relevant and related factors it is felt by the management thatoperation and activities be earned by outsourcing the same which is more economicalcompare to in-house of the said activities which is proved for the financial year underreview.

4. EVENT SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS: No major event hasoccurred subsequent to the date of Financial Statements.

5. CHANGE IN THE NATURE OF BUSINESS IF ANY: There is no change in the nature ofBusiness during the year under thereview.

6. VIGIL MECHANISM / WHISTLE BLOWER POLICY: The Company has framed a WhistleBlower Policy to deal with instances offraud and mismanagement if any. The details of thePolicy are given in the Corporate Governance Report and the Policy is posted on theCompany's website.

7. Reports on Corporate Governance and management Discussion and Analysis Report

Report on Corporate Governance and Management Discussion andAnalysis Report SEBI hasvide itsCircular (Ref No. CIR/CFD/POLICY CELL/7/2014 dated 15th September 2014) amongstothers made the compliance with the provisions of amended Clause 49 of the ListingAgreement non-mandatory for time being to those companies having paid-up equity sharecapital not exceeding Rs 10 Crore and Net Worth not exceeding Rs 25 Crore as on the lastday of the financial year.

Considering that the Company's paid-up equity capital was Rs.5.50 Crore and the NetWorthwas negative as on 31st March 2018 compliance with the provisions of revised Clause49 of the Listing Agreementwas not mandatory to the Company. Pursuant to the Regulation15(2) of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 the Compliance with the corporate governance provisionsas specified in regulations 17 to 27 and 46 (2) and para C D and E of Schedule V arenotap-plicable to the Company since its paid up share capital does not exceed Rupees 10Crore and the Net Worth does notexceed Rupees 25 Crore as on the last day of financialyear i.e. 31st March 2018.

Accordingly for the year under review the reports stating compliance with the Code ofCorporate Governance and the Management Discussion and Analysis have not been annexed tothis Report.

8. EXTRACT OF ANNUAL RETURN:

Extract of the Annual Return as provided under Section 92(3) of the Companies Act 2013in Form MGT-9 is annexed herewith as AN-NEXURE-4 to this Report.

9. NUMBER OF BOARD MEETING: The Board of Directors met4 (four) times inthe year

10. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS: Details of Loans Guarantees andInvestments covered under the provisions of Section 186 of the Companies Act 2013 aregiven in the notesto the Financial Statements.

11. RELATED PARTYTRANSACTIONS: No transactions that were entered with relatedpartyduring the year under review.There are no materially significant related partytransactions made by the Company with Promoters Directors Key Managerial Personnel orother related parties which may have a potential conflict with the interest of the Companyat large. All related party transactions for the year are placed before the AuditCommittee as well as before the Board for approval. The transactions entered into withrelated parties are reviewed on a quarterly basis by the Audit Committee. The policy onRelated Party Transactions as approved by the Audit Committee and Board is uploaded on theCompany's website at the link http://www. rajeshsolvex.com/Communications.html. The detailof the transactionswith Related Parties to be provided in FORM AOC-2 is annexed herewithas ANNEXURE-fl.

12. RISK MANAGEMENT: In line with the regulatory requirements the Company hasframed a Risk Management Policy to identify and access the key business risk areas and arisk mitigation process. A detailed exercise is being carried out at regular intervals toidentify evaluate manage and monitor all business risks. The Board periodically reviewsthe risks and suggests steps to be taken to control and mitigate the same through aproperly defined framework.

13. SIGNIFICANT AND MATERIAL ORDERS PASSEDBY THE REGULATORS OR COURTS: There are nosignificant and material orders passed by the Regulators / Courts which would impact thegoing concern status of the Company and its future operations.

14. INTERNAL CONTROL SYSTEM: Your Company has adequate system of internal controlsto ensure that all the assets are safeguarded and are productive. Necessary checks andcontrols are in place to ensure that transactions are properly verified adequatelyauthorized correctly recorded and properly reported. The Internal Auditors of the Companyconducts Audit of various departments to ensure that internal controls are in place andsubmits for each quarter reports to the Audit Committee. The Audit Committee regularlyreviews these Reports and when needed takes corrective actions.

15. HUMAN RESOURCES: Your Company treats its human resources as its important assetand believes in its contribution to the all round growth of your Company. Your Companytakes steps from time to time to upgrade and enhance the quality of this asset andstrives to maintain it in agile and responsive form. Your Company is an equal opportunityemployer and practices fair employment policies. Your Company is confident that its HumanCapital will effectively contribute to the long term value enhancement of theorganization.

Your Directors further state that during the year under review there were no casesfiled pursuant to the Sexual Harassment of Womenat Workplace (Prevention Prohibition andRedressal)Act 2013.

16. PARTICULARSOF JOINT VENTURES ORASSOCIATECOMPANY: The Company does not have anyJoint Venture with any personor an associate Company as defined under Section 2(6) of theCompanies Act 2013 ('theAct')

17. FIXED DEPOSITS: During the year under review your Company has not accepted anyfixed deposits and there were no unclaimed deposits or interest thereon as on 31stMarch 2018.

18. DIRECTORS:

DIRECTORS: In accordance witfithe provisions of the CompaniesAct 2013 andtheArticles ofAssociation of the Company Mr.Vinayak • M Kini and Mr. SandeepJain Directors of the Company will retire by rotation at the ensuing Annual GeneralMeeting and is eligible for re-appointment.

Declaration from Independent Directors: As per the provisions of Companies Act2013 the independent directors of the Company to be appointed by the members for a termupto five years and no independent director shall be liable to retire by rotation.

Criteria for appointment of Independent Directors: The Independent Directors shallbe of high integrity with relevant expertise and experience with Directors havingexpertise in the fields of manufacturing marketing finance law governance and generalmanagement so as to have a diverse Board. . .

Remuneration Policy: The Company follows a policy on remuneration of Directors andSenior Management Employees are considered based on industry norms and appointeequalification and experience.

19. DIRECTORS'RESPONSIBILITY STATEMENT:

As stipulated under Section 134(3)(c) of the Companies Act 2013 your Directorsconfirm as under: -

i) that in the preparation of the accounts for the financial year ended 31st March2018 the applicable accounting standards have been followed along with properexplanation relating to material departures;

ii) that the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for the year under review;

iii) that the Directors have taken proper and-sufficient care for maintenance ofadequate accounting records in accordance with the provisions of the CompaniesAct 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

iv) that the Directors have prepared the accounts for the financial year on goingconcern basis.

v) the Directors have laid down internal-financial controls which are adequate andwere operating effectively.

vi) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

20. ANNUAL EVALUATION: The performance of Board of Directors and the Committeesconstituted by the Board and the Individual Directors has been evaluated during theFinancial Year ended 31s* March 2018.

21. PARTICULARS OF EMPLOYEES: None of the employees of the Company is in receipt ofremuneration exceeding the limits prescribed under Section 197(12) of the Companies Act2013 read with Rule 5(2) and 5(3) of The Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies(Appointment and Remuneration ofManagerial Personnel Rules 2014 are provided as per ANNEXURE -III.

22. CONSERVATION OF ENERGYTECHNOLOGYABSORPTIONAND FOREIGN EXCHANGE EARNINGSAND OUTGO:

The Information pursuantto Section 134(3Xm) of the Companies Act 2013 read with Rule 8of The Companies (Accounts) Rules 2014 is given in ANNEXURE -IV to this report.

23. AUDITORS:

i) Statutory Auditors: Ws SKKifcra AndQxrpany Chartered Accountants Surat Retire atthe conclusion of thefctfhoorningAmualGeneral Meeting. TheCkxnpariy has received aletterfromthemtothe effect t^ Section 139ofthe CompaniesAct 2013.Your Directors leoammendtheirre-appointment

ii) SecretarialAuditors: Accordingto the provision of section 204 of the Companies Act2013 read with Rule 9 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 the Secretarial Audit Report submitted by Company Secretary n iPractice is enclosed in FORM MR-3 as a part of this reportANNEXURE-V.

iii) Cost Auditors: CostAudit is not applicable to the Company.

24. PURCHASE OF SHARES OF THE COMPANY: The Company does not give any loan guarantee orsecurity or any financial assistance o t the employees of the Company for the purpose ofpurchase or subscription for any shares of the Company or its holding Company pursuant toSection 67(2) of the Companies Act 2013.

25. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE: The provisionsof Section 135 of theCompanies Act 2013 are not presently applicable to the Company.

26. ISSUE OF SHARES WITH DIFFERENTIAL VOTING RIGHTS: The Company has not issued anyshares with differential Voting Rights pursuant to the provisions of Rule 4 of theCompanies (Share Capital and Debenture) Rules 2014.

27. ISSUE OF SWEAT EQUITY SHARES: During the year under reviewthe Company has notissued any sweat equity shares to any ofits employees pursuantto the provisions of Rule 8of the Companies (Share Capital and Debenture) Rules 2014.

28. EMPLOYEE STOCK OPTION: The Company does not have any Employee Stock Option Schemefor its employees.

29. APPRECIATION: Your Company is grateful for the continued co-operation andsupportextended to it by the Government and Semi-Gov-ernmentAuthorities ShareholdersFinancial Institutions and Banks.Your Directors also express their warmappreciation forthe dedicated and sincere services rendered by the-Employees of the Company.

30 COMPANY'S EQUITY SHARES DE-LISTED

Leading stockexchange BSE delisted equity shares of yourcompanyw e f 04.07.2018 astrading inthe shares has remained suspended since December 2001

Under the compulsorydelisting regulations the delisted companyitswhole-timedirectors promotersand group firm have been debarred from accessing the securities marketfor 10 years from the date of compulsorydelisting.

Further your company has been moved to the dissemination board of the exchange forfive years as advised by the markets regulator Securities and Exchange Board of India. .

For and on behalf of the Board of Directors
For RAJESH SOLVEX LIMITED/
Place :Mumbai SPJain
Dated : 14.08.2018 Chairma n
Din 00391000