The Shareholders of the Company
Your Directors are pleased to present this 29thAnnual Report together withthe Audited Annual Financial Statements for the year ended March 312021.
The COVID-19 pandemic has caused a huge disruption creating an unprecedented impact onthe financial well being of nations corporations and individuals. A detailed discussionon impact of COVID-19 on the business and operations of the Company is covered in theManagement Discussion and Analysis Report.'
CIRCULATION OF ANNUAL REPORTS IN ELECTRONIC FORM
In view of the prevailing COVID-19 situation and consequent lockdown across thecountry the Ministry of Corporate Affairs (MCA) has exempted companies from circulationof physical copies of Annual Report for FY 2020-21.
Accordingly the Annual Report of the Company for FY 2020-21 is being sent only byemail to the members and all other persons/entities entitled to receive the same.
This Annual Report along with other documents is also available on the Company'swebsite at https:// www.raymedlabs.com
FINANCIAL HIGHLIGHTS- AT A GLANCE
Overall Performance of your Company
The Financial Year 2020-21 had been a little tumultuous for the Company as your Companyhas shown a conventional performance during the year under review. The net Loss of yourCompany had gone up from Rs. 556910 in the Financial Year 2019-20 to Rs. 688300 in theFinancial Year 2020-21.
The financial summary performance highlights operations/state of affair of yourCompany for the year are summarized below:
|PARTICULARS ||Amounts |
| ||2020-21 ||2019-20 |
|Income from Business Operations ||- ||- |
|Other Income ||66.00 ||132.00 |
|Total Income ||66.00 ||132.00 |
|Less: Expenditure except Depreciation ||697.47 ||628.79 |
|Profit/Loss before Depreciation and Tax ||(631.47) ||(496.79) |
|Less: Depreciation ||56.84 ||60.12 |
|Profit/Loss before Tax ||(688.30) ||(556.91) |
|Less: Tax Expense ||0 ||0 |
|Add: Deferred Tax Asset ||0 ||0 |
|Add: MAT Credit Entitlement ||0 ||0 |
|Less: Prior Period Taxes ||0 ||0 |
|Net Profit/Loss after tax ||(688.30) ||(556.91) |
|Add: Other Comprehensive Income ||0 ||0 |
|Net Profit/Loss for the period ||(688.30) ||(556.91) |
|Earnings per share: || || |
|Basic ||(0.1611) ||(0.1303) |
|Diluted ||(0.1611) ||(0.1303) |
No Dividend was declared for the current financial year due to loss incurred by theCompany.
The Board proposes no amount to transfer to the reserves as the company is runningunder loss.
During the year under review there was no change under the Share Capital during theyear under review as the Company has not issued any shares including Equity Shares Shareswith Differential Voting Rights Stock Options Sweat Equity etc. The Company has notbought back any equity shares during the year 2020-21.
As on 31st March 2021 paid-up share capital of the Company stood at Rs.42735000/- consisting of 4273500 Equity Share of Rs. 10/- each.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
Since there was no unpaid/unclaimed Dividend declared or paid by the Company theprovisions of Section 125 of the Companies Act 2013 do not apply.
During the year under review the Company has not accepted any deposits in terms ofSection 73 of the Companies Act 2013.There were no unclaimed deposits at the end ofFinancial Year i.e. 31st March 2021.
SUBSIDIARY / ASSOCIATE/ JOINT VENTURES COMPANIES OF THE COMPANY
The Company is not having any Subsidiary Company/ Joint Venture/ Associate Companyduring the financial year 2020-21.A statement about Subsidiary / Joint Ventures /Associate Company(ies) in Form AOC-1 is not applicable on the Company.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 is presented in a separate section of this Annual Report.
CHANGE IN DIRECTORS /KEY MANAGERIAL PERSONNEL DURING THE YEAR
The details about the changes in Directors or Key Managerial Personnel by way ofAppointment Re - designation Resignation Death Dis-qualification variation made orwithdrawn etc. are as follows:
|S. No. Name ||Designation ||Nature of Change ||With Effect From |
|1. Ms. Rajni Gupta ||Independent Director ||Resignation ||05.08.2020 |
|2. Mr. Akbar Mehtab ||Company Secretary & Compliance Officer ||Appointment ||29.09.2020 |
|3. Mr. Harsh Prabhakar* ||Independent Director ||Re-appointment at AGM held on 17.12.2020 ||24.09.2020 |
|4. Mr. Ajai Goyal* ||Whole Time Director ||Re-appointment at AGM held on 17.12.2020 ||31.03.2020 |
Ms. Nisha Goyal Director will be retiring by rotation at this AnnualGeneral Meeting and being eligible offers herself for re-appointment. The Boardrecommends her re-appointment to the Board of the Company at this Annual General Meeting.
Mr. Akbar Mehtab resigned as Company Secretary & Compliance Officer ofthe Company w.e.f.21st April 2021.
Ms. Tina Sharma appointed as Company Secretary & Compliance Officer ofthe Company w.e.f.19th July 2021.
Mrs. Poonam Sharma appointed as the Additional (Category: Non-ExecutiveIndependent) Director of the Company w.e.f 12th August 2021.
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6) OFCOMPANIES ACT 2013
All Independent Directors have given declarations under section 149(7)that they meetthe criteria of Independence as laid down under section 149(6) of the Companies Act 2013and Rules made thereunder to be read with SEBI (Listing Obligation & DisclosureRequirement) Regulation 2015.
EXTRACT OF ANNUAL RETURN
The details forming part of extract of Annual Return under sub section 3 of Section 92of the Companies Act 2013 in Form MGT-9 is annexed herewith as "Annexure-A.".It can be accessed on the website of the company at https://www.raymedlab.com/
NUMBER OF MEETINGS OF THE BOARD
During the period the Board of Directors of your Company met 9 times. The dates onwhich the meetings were held are 25.05.2020 04.07.2020 05.08.2020 01.09.202011.09.2020 29.09.2020 09.11.2020 08.02.2020 and 10.03.2021 and the gap requirementof 120 days between two meetings have been complied with. The necessary quorum was presentfor all the meetings.
The Audit Committee of the Company is constituted in line with the provisions ofsection 177 of the Companies Act 2013 to be read with Regulation 18 of the SEBI (ListingObligation & Disclosure Requirement) Regulation 2015.The Composition of AuditCommittee is given in the Corporate Governance Report which forms the integral part ofthis Annual Report.
NOMINATION & REMUNERATION COMMITTEE
The Nomination & Remuneration Committee of the Company is constituted in line withthe provisions of section 178 of the Companies Act 2013 to be read with Regulation 19 ofthe SEBI (Listing Obligation & Disclosure Requirement) Regulation 2015.TheComposition of the Committee is given in the Corporate Governance Report which forms theintegral part of this Annual Report.
STAKEHOLDERS' RELATIONSHIP COMMITTEE
The Stakeholders' Relationship Committee of the Company is constituted in line with theprovisions of section 178 of the Companies Act 2013 to be read with Regulation 20 of theSEBI (Listing Obligation & Disclosure Requirement) Regulation 2015.The Composition ofthe Committee is given in the Corporate Governance Report which forms the integral part ofthis Annual Report.
The Vigil Mechanism Policy of the Company is constituted in line with the provisions ofsection 177 of the Companies Act 2013 to be read with Regulation 22 of the SEBI (ListingObligation & Disclosure Requirement) Regulation 2015.
BOARD ANNUAL EVALUATION
The provisions of section 134(3)(p) of the Companies Act 2013 read with SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 mandate that a Formal AnnualEvaluation is to be made by Board of its own performance and that of its Committee andindividual Directors. Schedule IV of the Companies Act 2013 states that performanceevaluation of the Independent Director shall be done by Directors excluding the Directorbeing evaluated. The Board carried out a formal annual performance evaluation as per thecriteria/framework laid down by the Nomination & Remuneration Committee of the companyand adopted by the Board. The evaluation was carried out through a structured evaluationprocess to judge the performance of individual Directors including the Chairman of theBoard. They were evaluated on parameters such as their education knowledge experienceexpertise skills behavior leadership qualities level of engagement & contributionindependence of judgment decision making ability for safeguarding the interest of theCompany stakeholders and its shareholders.
The performance evaluation of the Independent Directors was carried out by the entireBoard except the participation of concerned Independent Director whose evaluation was tobe done. The performance evaluation of the Chairman and the Non Independent Directors wascarried out by the Independent Directors. The Board was satisfied with the evaluationprocess and approved the evaluation results thereof.
STATUTORY AUDITOR& SECRETARIAL AUDITOR WITH THEIR QUALIFICATION RESERVATION ORADVERSE REMARKS ALONG WITH THE EXPLANATION OR COMMENTS BY THE DIRECTORS
A. STATUTORY AUDITOR
The members at the Annual General Meeting held on 17th December 2020appointed M/s A. Kay Mehra & Co. Chartered Accountants (Firm Registration No.050004C) as Statutory Auditors of the Company for a period of Four years to holdoffice till the conclusion of 28thAnnual General Meeting of the Company tillthe conclusion of 32ndAnnual General Meeting of the Company to be held in F.Y.2024-25.
Qualification(s) and Directors' comments on the report of Statutory Auditor:
The Notes on Accounts and observations of the Auditors in their Report on the Accountsof the Company are self-explanatory and in the opinion of the Directors do not call forany further clarification(s). Also the report submitted by the Auditor is unqualified.
B. SECRETARIAL AUDITOR
Pursuant to provision of section 204 of the Companies act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rule 2014 the Companyhas appointed M/s Jain P & Associates Company Secretaries to undertakeSecretarial Audit of the Company.
The Secretarial Audit was conducted by Ms. Preeti Mittal Company Secretary andthe report thereon is annexed herewith as "Annexure- B".
Qualification(s) and Directors' comments on the report of Secretarial Auditor:
The observation made by the Secretarial Auditor in its report is given below:
1 The company has paid Rs. 1136000/- till January 14 2021 towards Outstanding ALFDues to the Stock Exchange where the Company is listed i.e. BSE Limited. However theInterest of Rs. 162250/- on the ALF Dues is still pending to be paid on the part of theCompany to the Stock Exchange.
2 The Company has not appointed a Whole time Company Secretary & Compliance Officerunder Regulation 6(1) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 after the resignation of Mr. Diwakar Agrawal w.e.f. 23rdSeptember 2019. Howerver Mr. Akbar Mehtab was appointed as the Company Secretary &Compliance Officer w.e.f. 29th September 2020
Reply of Management for observation made by the Secretarial Auditors in his report:
1. The Company is in financial crunch and facing difficulties but in spite of that theBoard of Directors has arranged the money and already paid Rs.1136000/- toward theOutstanding ALF Dues to the Stock Exchange where the Company is listed till January 142021.
However as per the Discussion held with the Stock Exchange Authority they assuredcompany to grant waiver from the Interest amount of Rs.162250/- accrued on the ALF Duesbut there is no such relief granted by them till now. Therefore once the authority grantwaiver to the Company of any amount from the Interest the Company will surely makepayment of the remaining amount as soon as possible.
2. Efforts have been made for the appointment of a Whole time Company Secretary but themanagement was unable to appoint suitable candidate for the post of Company Secretary.Further due to the ongoing pandemic no new staff was ready to join the office due todisruptive activities going on in vicinity of our office and in view nationwide lockdownannounced by the Government of India (GOI) to control the spread of COVID-19 theCompany's official works was further disrupted. Hence the Company was facing difficultiesin undertaking timely compliances of various applicable laws. Further the Company hasfinalized a candidate and appointed Mr. Akbar Mehtab as Company Secretary w.e.f.29.09.2020.
Annual Secretarial Compliance Report
During the Provisions of Section 24A of the SEBI (Listing Obligations and Disclosure)Regulations 2015 are not applicable on the Company.
C. INTERNAL AUDITOR
The Company had appointed Mr. Deepak Gupta as Internal Auditor of the Company tocarry out the Internal Audit Functions. The Internal Auditor submits a "QuarterlyReport" to the Audit Committee for its review.
D. COST AUDITOR
As per the requirements of the Section 148 of the Act read with the Companies (CostRecords and Audit) Rules 2014 as amended from time to time your Company is not requiredto maintain cost records and accordingly such accounts are not prepared and records havenot been maintained.
REPORTING OF FRAUDS
There was no instance of fraud during the year under review which required theStatutory Auditors to report to the Audit Committee and / or Board under Section143(12) ofAct and Rules framed thereunder.
PARTICULAR OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013
The Company has not given any loan(s) or guarantee(s) and has not made any investmentcovered under the provision of the Section 186 of the Companies Act 2013 during the yearunder review.
All investments made during the year were within the stipulated limits of law.
PARTICULAR OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF THECOMPAIES ACT 2013
In the financial year 2020-21 company did not enter into any contracts or arrangementswith any related parties which could be considered material in accordance with the policyof the Company on materiality of related party transactions.
MATERIAL CHANGES AND COMMITMENTS IF ANYAFFECTING THE FINANCIAL POSITION OF THECOMPANY
There were no material changes and commitments affecting the financial position of theCompany occurred between the end of the financial year of the Company to which thisfinancial statement relate and on the date of this report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTINGTHE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
To the best of the Management's knowledge there has been no material order passed byany regulator or Court or Tribunal impacting the Going Concern status of the Company'soperations.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS ANDOUT-GO
The requisite information with regard to conservation of energy technology absorptionand foreign exchange earnings and outgo in terms of the Section 134(3)(m) of theCompanies Act 2013 read with Companies (Accounts) Rules 2014 is given below:
Conservation of energy
|1. the steps taken or impact on conservation of energy ||Nil |
|2. the steps taken by the company for utilizing alternate sources of energy ||Nil |
|3. the capital investment on energy conservation equipment ||Nil |
|Technology absorption || |
|1. the efforts made towards technology absorption ||Nil |
|2. the benefits derived like product improvement cost reduction product development or import substitution ||Nil |
|3. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year) ||Nil |
|4. the details of technology imported ||Nil |
|5. the year of import ||Nil |
|6. whether the technology been fully absorbed ||Nil |
|7. if not fully absorbed areas where absorption has not taken place and the reasons thereof; and ||Nil |
|8. the expenditure incurred on Research and Development ||Nil |
|Foreign exchange earnings and Outgo || |
|1. The Foreign Exchange earned in terms of actual inflows during the year ||Nil |
|2. The Foreign Exchange outgo during the year in terms of actual outflows ||Nil |
Further there were no foreign exchange earnings and outgo during the year underreview.
The provisions of SEBI Regulations for formation of Risk Management Committee are notapplicable to the Company. However as per section 134 (3) (n) of Companies Act 2013 thecompany regularly maintains a proper check in normal course of its business regarding riskmanagement. Currently the company does not identify any element of risk which maythreaten the existence of the company.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The company does not fall under the criteria of net worth turnover or profit forapplicability of Corporate Social Responsibility (CSR) provisions as per Section 135 ofthe Companies Act 2013 hence the same are not applicable to the company for the periodunder review.
VIGIL MECHANISM POLICY
As per Regulation 22 of the SEBI Regulations 2015 in order to ensure that theactivities of the Company & its employees are conducted in a fair & transparentmanner by adoption of highest standards of professionalism honesty integrity and ethicalbehavior the company has adopted a vigil mechanism policy. The whistle blower policy isuploaded on the website of the Company and can be accessed athttps://www.raymedlab.com/code-of- conduct/
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
As per the requirement of "The Sexual Harassment of Women at Workplace(Prevention Prohibition &Redressal) Act 2013" and Rules made thereunder yourCompany has constituted Internal Complaints Committee (ICC) at its workplaces. During theyear no complaints were filed with the Company.
|Number of complaints received ||Number of complaints disposed of ||Number of complaints pending more than ninety days ||Number of workshops or awareness programme against sexual harassment |
| || ||NIL || |
CORPORATE GOVERNANCE REPORT
As per Reg. 34 of SEBI Regulation 2015 to be read with Part A of Schedule V of thesaid regulations a separate section on corporate governance practices followed by thecompany together with the certificate from the Practicing Company Secretary confirmingcompliance forms an integral part of this Report.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has a robust and comprehensive Internal FinancialControl systemcommensurate with the size scale and complexityof its operation. The system encompassesthe major processes toensure reliability of financial reporting compliance withpoliciesprocedures laws and regulations safeguarding of assets andeconomical andefficient use of resources.
The Company has performed an evaluation and made anassessment of the adequacy and theeffectiveness of the Company'sInternal Financial Control System. The Statutory Auditors ofthe Company have also reviewed the Internal Financial Control systemimplemented by theCompany on the financial reporting and intheir opinion the Company has in all materialrespects adequateInternal Financial Control system over Financial Reporting andsuchControls over Financial Reporting were operatingeffectively as on 31stMarch2021 based on the internal control over financial reporting criteria established by theCompany.
The policies and procedures adopted by the Company ensuresthe orderly and efficientconduct of its business and adherenceto the company's policies prevention and detectionof frauds and errors accuracy & completeness of the records and the timelypreparationof reliable financial information.
The Internal auditors continuously monitor the efficacy of internal controls with theobjective of providing to the Audit Committee and the Board an independent objective andreasonable assurance on the adequacy and effectiveness of the organization's riskmanagement with regard to the internal control framework.
Audit committee meets regularly to review reports submitted by the Internal Auditors.The Audit Committee also meet the Company's Statutory Auditors to ascertain their views onthe financial statements including the financial reporting system and compliance toaccounting policies and procedures followed by the Company.
Your Directors hereby place on record their appreciation for the services rendered byexecutives staff and other workers of the Company for their hard work dedication andcommitment. During the year under review relations between the Employees and theManagement continued to remain cordial.
PARTICULARS OF EMPLOYEES
None of the employees of your Company is in receipt of remuneration requiringdisclosure pursuantto the provisions of Section 197 read with the Companies (Appointmentand Remuneration ofManagerial Personnel) Rules 2014. Hence no such particulars areannexed.
Disclosure as per Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014
(i) the ratio of the remuneration of each director to the median remuneration of theemployees of the company for the financial year; NA
(ii) the percentage increase in remuneration of each director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year- NA
(iii) the percentage increase in the median remuneration of employees in the financialyear- NA
(iv) the number of permanent employees on the rolls of company- 03 (Three)
(v) average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration; NA
The remuneration paid to all Key Managerial Personnel was in accordance with theremuneration policy as adopted by the company.
Disclosure as per Rule 5(2) & 5(3) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014
The details of the top ten employees in terms of remuneration drawn and the name ofevery employee is attached as "Annexure- C"
REMUNERATION POLICY OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board on the recommendation of Nomination &Remuneration Committee framed apolicy for selection and appointment of Directors Senior Management Personnel andfixation of their remuneration thereof. The Policy contains inter-alia directors'appointment and remuneration including criteria for determining qualifications positiveattributes independence of a Director etc.
Pursuant to the provisions of Regulation 25(7) of Listing Regulations 2015 the Boardhas framed a policy to familiarize Independent Directors about the Company.
The shares of the Company are presently listed at BSE Limited.
The company has paid Rs. 1136000/- till January 14 2021 towardsOutstanding ALF Duesto the Stock Exchange where the Company is listed. However theInterest of Rs. 162250/- on the ALF Dues is still pending to be paid on the part of theCompany to the Stock Exchange.
CODE OF CONDUCT AS PER SEBI (LODR) REGULATIONS 2015
The Board of Directors has laid down the code of conduct for all Board Members andmembers of the Senior Management of the Company. Additionally all Independent Directorsof the company shall be bound by duties of Independent Directors as set out in CompaniesAct 2013 to be read with SEBI Listing Regulations 2015.
All Board Members Key Managerial Personnel and Senior Management Personnel haveaffirmed compliance with the Code of Conduct.
CODE OF CONDUCT AS PER SEBI (PREVENTION OF INSIDER TRADING) REGULATIONS 2015
The Board of Directors has laid down the Code of Practices and Procedures for FairDisclosures of Unpublished Price Sensitive Information as per Regulation 8(1) of SEBI(Prevention of Insider Trading) Regulations 2015 & Code of Conduct to RegulateMonitor and Report trading by the Designated Persons as per Regulation 9(1) of SEBI(Prevention of Insider Trading) Regulations 2015.
DISCLOSURE OF STATEMENT OF DEVIATION(S) OR VARIATION(S) UNDER REGULATION 32 OFSEBI(LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS 2015
With reference to Regulation 32 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the disclosure of Statement of Deviation(s) orVariation(s) as per the said regulation is not applicable to the Company.
DIRECTOR'S RESPONSIBILITY STATEMENT
In terms of Section 134(3) of the Companies Act 2013 the Directors would like tostate as follows:
(a) In the preparation of the Annual Accounts the applicable accounting standardshave been followed along with proper explanation relating to material departures;
(b) the Directors had selected such accounting policies and applied them consistentlyand made judgments & estimates that are reasonable and prudent so as to give a true& fair view of the state of affairs of the company at the end of the financial yearand of the profit & loss of the Company for that period ;
(c) The Directors had taken proper & sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this act for safeguardingthe assets of the company and for preventing & detecting fraud & otherirregularities;
(d) The Directors had prepared the Annual Accounts on a going concern basis;
(e) The Directors had laid down Internal Financial Controls to be followed by theCompany and such controls are adequate and are operating effectively;
(f) The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
Your Directors would like to express their sincere appreciation for assistance andco-operation received from the various stake holders including Financial InstitutionsBanks Governmental authorities and other business associates who have extended theirvaluable support and encouragement during the year under review.
Your Directors take the opportunity to place on record their deep appreciation of thecommitted services rendered by the employees at all levels of the Company who havecontributed significantly towards Company's performance and for enhancing its inherentstrength. Your Directors also acknowledge with gratitude the encouragement and supportextended by our valued stakeholders.
| || ||By Order of the Board of Directors |
| || ||For Raymed Labs Limited |
| ||Ajai Goyal ||Nisha Goyal |
|Date: 23.08.2021 ||Whole Time Director ||Director |
|Place: Noida ||DIN: 02636418 ||DIN:02710946 |