REDEX PROTECH LIMITED
Your Directors have pleasure in presenting their Twenty SeventhAnnual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended March31 2018.
1. STATE OF AFFAIRS OF THE COMPANY:
M/S. REDEX PROTECH LIMITED (CIN: L31100GJ1991PLC016557) was incorporated as a publicLimited Company on 1st November 1991. The main object of the company ismanufacturing and trading of fire extinguisher equipment smoke alarms and smoke detectorsand related services.
2. FINANCIAL HIGHLIGHTS:
(Rs. in lacs)
|Particulars ||2017-18 ||2016-17 |
|Sale Of Services ||1.95 ||1.99 |
|Other Operating Revenue ||30.38 ||29.40 |
|Total income ||32.33 ||31.39 |
|Depreciation ||3.45 ||3.45 |
|Other expenses ||13.84 ||12.96 |
|Profit/ Loss before Tax ||15.03 ||14.96 |
|Tax Expenses ||2.55 ||2.56 |
|Profit/Loss after Tax ||12.47 ||12.40 |
|Paid Up Capital ||672.11 ||672.11 |
|EarningPerShare ||0.19 ||0.18 |
3. PERFORMANCE OF THE COMPANY:
The Board's Report is prepared based on the stand alone financial statements of thecompany.
The performance of the company is stable with respect to overall turnover as well asnet profit during the financial year 2017-18. The revenue of the company is bifurcated intwo parts i.e. sale of services and other operating Revenue. The Company has generated6.03% of it's total revenue from sale of services like Extinguisher Refilling &labourservice and remaining 93.96% of revenue consist of rent income generated from the leasingof the property. The net profit of the company remained slightly increased as compare tothe Preceding financial year. However Company is taking more efforts to achievebetterrevenue and profit in upcoming years. The company will strive to improve its performancein long term prospects based on actual pace of global economy.
With a view to enlarge the business operations of the Company the directors did notrecommend any Dividend during the year under review.
The company has not transferred any amount of profit of the year to any reserves.
5. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
MRS. ANGANA BHAGAT Director of the Company retires by rotation at the forthcomingAnnual General Meeting and being eligible offer herself for reappointment.
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet with the criteria of independence as prescribed undersub-section 6 of Section 149 of the Companies Act 2013 and Regulation 16 [b] of SEBI[Listing Obligation and Disclosure Requirements] Regulations 2015.
The composition of the Board of Directors of the Company has changed during thefinancial year 2017-18.
|S. N. ||Name of Director ||Designation ||Change |
|1 ||MR. GNANESH BHAGAT ||Managing Director ||Appointment w.e.f 01.09.2017 |
|2 ||MR. JAYPRAKASH SHARMA ||Independent Director ||- |
|3 ||MR. HIRENBHAI PATEL ||Independent Director ||- |
|4 ||MRS.ANGANA BHAGAT ||Non- Executive Director ||- |
|5 ||MR. VIKRAM BHAGAT ||Managing Director ||Cessation due to death on 25.08.2017 |
6. MEETING OF BOARD OF DIRECTORS:
During the year Six (6] Board Meetings and Four (4)Audit Committee Meetings wereconvened and held.
The dates on which the said Board meetings were held are shown in the table:
|SR. NO. ||BOARD MEETING ||AUDIT COMMITTEE |
|1 ||27.05.2017 ||27.05.2017 |
|2 ||12.08.2017 ||12.08.2017 |
|3 ||28.08.2017 ||10.11.2017 |
|4 ||01.09.2017 ||12.02.2018 |
|5 ||10.11.2017 || |
|6 ||12.02.2018 || |
The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013.
The company has several committees which have been established as a part of bestcorporate governance practices and are in compliance with the requirements of the relevantprovisions of applicable laws and statues.
The Board has constituted following Committees:
NOMINATION & REMUNERATION COMMITTEE
STAKEHOLDER RELATIONSHIP COMMITTEE
The details with respect to the compositions powers roles terms of reference etc. ofrelevant committees are given in detail in the 'Report on Corporate Governance' of thecompany which forms part of this Annual Report.
8. EXTRACTS OF ANNUAL RETURN:
Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of theCompanies Act 2013 read with Rule 12 of the Companies (Management and Administration)Rules 2014 the extracts of the Annual Return as at March 31 2018 forms part of thisreport as "Annexure I".
9. STATUTORY AUDITORS & AUDIT REPORT:
M/s. C. R. SHAREDALAL & CO. Chartered accountants (firm Registration No.l09943W)who have offered themselves for appointment and have confirmed their eligibility to beappointed as Auditors in terms of provisions of section 141 of the Companies Act 2013has been appointed as statutory auditors of the company to hold office till the conclusionof annual general meeting for the financial year 2021-22.
In accordance with the Companies Amendment Act 2017 enforced on 7th May 2018 byMinistry of Corporate Affairs the appointment of Statutory Auditors is not required to beratified at every AGM. Hence Agenda for the ratification of Statutory auditor of thecompany has not been included in the Notice of AGM.
Auditors comments on your company's accounts for year ended March 31 2018 are selfexplanatory in nature and do not require any explanation as per provisions of Section134(3)(f) of the Companies Act 2013.
There were no qualifications reservation or adverse remark or disclaimer made byStatutory Auditor in its report.
10. INTERNAL FINANCIAL CONTROL:
During the year the Company continued to implement their suggestions andrecommendations to improve the control environment. Their scope of work includes review ofprocesses for safeguarding the assets of the Company review of operational efficiencyeffectiveness of systems and processes and assessing the internal control strengths inall areas.
11. COST RECORDS:
Pursuant to Section-148 (1) of the Companies Act 2013 read with Rule 3 of Companies(Cost Records and Audit) Rules 2014 Company does not fall under the criteria formaintaining cost record for the financial year 2017-18.
12. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT:
Pursuant to Section 204 of the Companies Act 2013 your company had appointed M/s. A.Shah & Associates Practicing Company Secretaries as its Secretarial Auditors toconduct the Secretarial Audit of the company for FY 2017-18. The Report of the SecretarialAuditor for the FY 2017-18 is annexed to this report as "Annexure II".
Secretarial Auditor report (MR-3)is self explanatory and therefore do not call for anyfurther comments.
The Board of Directors of the Company has discussed the same at arm's lengthandundertaken to take the corrective steps on Qualifications raised by SecretarialAuditorin Secretarial Audit Report.
13. BOARD EVALUATION:
The Board of Directors has carried out an annual evaluation of its own performanceBoard committees andindividual directors pursuant to the provisions of the Companies Act2013 and the corporate governance requirements as prescribedby Securities and ExchangeBoard of India ("SEBI") under Regulation 171819 20 21 22 23 24 25 2627 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C D and E ofSchedule V of SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015.
The Board and the Nomination and Remuneration Committee ("NRC") reviewed theperformance of theindividual directors on the basis of the criteria such as thecontribution of the individual director to the Board andcommittee meetings likepreparedness on the issues to be discussed meaningful and constructive contributionandinputs in meetings etc. In addition the Chairman was also evaluated on the key aspectsof his role.
In a separate meeting of Independent Directors performance of non-independentdirectors performance of theboard as a whole and performance of the Chairman wasevaluated taking into account the views of executivedirectors and non-executivedirectors. The same was discussed in the board meeting that followed the meetingof theIndependent Directors at which the performance of the Board its committees andindividual directorswas also discussed.
Your company has not accepted any fixed deposits from the public within the provisionsof Section 73 to 76 of the Companies Act 2013. The company has accepted unsecured loanfrom Mr. GnaneshBhagat Managing Director of the company amounting to Rs. 376000/- .Hence the disclosures required as per Rule 8(5](v]&(vi] of the Companies (Accounts]Rules 2014 read with Section 73 to 76 of the Companies Act 2013 are not applicable toyour Company.
15. CORPORATE GOVERNANCE:
The Company believes that good Corporate Governance is a continuous process and it isour continuous endeavor to achieve good governance by way of a conscious andconscientious effort whereby ensuring the truth transparency accountability andresponsibility in all our dealings with all our stakeholders.
A separate section on Corporate Governance Standards followed by your Company asstipulated under Regulation 34(3] read with Schedule V of SEBI (Listing Obligation andDisclosure Requirement] Regulation 2015 is enclosed as Annexure to this Report. The Reporton Corporate Governance also contains certain disclosures required under Companies Act2013.
A certificate from M/s. A. SHAH & ASSOCIATES.Practicing CompanySecretaries conforming compliance to the conditions of Corporate Governance as stipulatedunder Regulation 17 18 19 20 21 22 23 24 25 26 27 and clauses (b] to (i] of sub-regulation (2] of regulation 46 and para C D and E of Schedule V of SEBI (ListingObligation and Disclosure Requirement] Regulation 2015 is annexed to this Report.
16. VIGIL MECHANISM
In pursuant to the provisions of section 177(9] & (10] of the Companies Act 2013read with Regulation 22 of the SEBI (Listing Obligation and Disclosure Requirement]Regulations 2015 a Vigil Mechanism for directors and employees to report genuine concernshas been established. The Vigil Mechanism Policy has been uploaded on the website of theCompany at www.redexprotech.comunder investors/others/Whistle blower Policy link.
17. CONSERVATION OF ENERGY. TECHNOLOGY
(a) Conservation of energy
|(i) the steps taken or impact on conservation of energy ||N.A |
|(ii) the steps taken by the company for utilizing alternate sources of energy ||N.A |
|(iii) the capital investment on energy conservation equipment's ||N.A |
(b) Technology absorption
|(i) the efforts made towards technology absorption ||N.A |
|(ii) the benefits derived like product improvement cost reduction product development or import substitution ||N.A |
|(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- ||N.A |
|(a) the details of technology imported ||N.A |
|(b) the year of import; ||N.A |
|(c) whether the technology been fully absorbed ||N.A |
|(d) if not fully absorbed areas where absorption has not taken place and the reasons thereof ||N.A |
|(iv) the expenditure incurred on Research and Development ||N.A |
18.FOREIGN EXCHANGE EARNINGS / OUTGO:-
As the Company has not carried out any activities relating to the export and importduring the financial year. There is no foreign exchange expenses and foreign income duringthe financial year 2017-18.
19. NOMINATION AND REMUNERATION POLICY
The Board has on the recommendation of Nomination and Remuneration / CompensationCommittee framed a policy on directors' appointment and remuneration of Directorsincluding criteria for determining qualification positive attributes independence ofdirectors and remuneration for Directors Key Managerial Personnel and other employees.The policy is annexed to this report as "Annexure III".
20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All related party transactions that were entered during the financial year were inordinary course of the business of the company and were on arm's length basis. All suchRelated Party Transactions are placed before the Audit Committee for approval.
The policy on materiality of Related Party Transactions and also on dealing withRelated Party Transactions as approved by the Audit Committee and the Board of Directorshas been uploaded on the website of the Company at www.redexprotech.com underinvestors/others/Related Party Transaction Policy link.
The particulars of every contract or arrangements entered into by the Company withrelated parties referred to in sub-section (1] of section 188 of the Companies Act 2013is disclosed in Form No. AOC-2 in "AnnexurelV".
21. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186:
In terms of provisions of Section 134(3](g] the company has not granted any Loansguarantee or made Investment during the year 2017-18. However the Disclosure as perSection 134(3] (g] containing the Particulars of Loans Guarantees or Investments underSection 186 is annexed hereto as "Annexure V"and forms part of thisReport.
22. PARTICULARS OF EMPLOYEES REMUNERATION:
A. The ratio of the remuneration of each director to the median employee's remunerationand other details in terms of sub-section 12 of Section 197 of the Companies Act 2013read with Rule 5(1] of the Companies (Appointment and Remuneration of ManagerialPersonnel] Rules 2014 are forming part of this report as "Annexure VI".
B. The statement containing particulars of employees as required under Section 197(12]of the Companies Act 2013 read with Rule 5(2] of the Companies (Appointment andRemuneration of Managerial Personnel] Rules 2014 is not provided as no employees is paidremuneration of Rs. 8.50 Lac Per month if employed for part of the year and Rs. 1.2 CrorePer Annum if employed for the whole year.
23.CORPORATE SOCIAL RESPONSIBILITY (CSR)
The company does not fall under the purview of the section 135 of the Companies Act2013 which requires formulating a Corporate Social Responsibility Committee and adoptingany activities as specified in Schedule VII.
24. HUMAN RESOURCES
Your Company treats its "human resources" as one of its most importantassets.
Your Company continuously invests in attraction retention and development of talent onan ongoing basis. A number of programs that provide focused people attention are currentlyunderway. Your Company thrust is on the promotion of talent internally through jobrotation and job enlargement.The Company's Health and Safety Policy commits to provide ahealthy and safe work environment to all employees.
25. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL)ACT. 2013:
1. Disclosure under Section 22 of the Sexual Harassment Of Women At Workplace(Prevention Prohibition and Redressal) Act 2013:
Pursuant to Section 22 of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal] Act 2013 every company having women employees engaged in thecompany during the financial year is required to set up an Internal Complaints Committeeto look into complaints relating to sexual harassment at work place received from anywomen employee.
There is no women employees are working in the Organization. Hence there is no need toconstitute committee and formulate policy in accordance with the section 22 of the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal] Act 2013.
26. CHANGE IN NATURE OF THE BUSINESS:
There has been no change in the nature of business of the company during the year underreview.
27. MANAGEMENT DISCUSSION AND ANALYSIS:
As per corporate governance norms a separate section on Management Discussion andAnalysis outlining the business of the Company is set out in Annexure forming part of thisReport.
28. SIGNIFICANT OR MATERIAL ORDERS AGAINST COMPANY:
No significant and material orders were passed by the regulators or courts or tribunalsimpacting the going concern status and Company's operation in future.
29. SIGNIFICANT OR MATERIAL EVENT OCCURRED AFTER BALANCESHEET DATE:
No Event has occurred after the balance sheet date that representing the materialchanges and commitment that affecting the Financial position of the company
30. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to requirement under 134(3)(c) and Section 134(5) of the Companies Act 2013(Act) Directors confirm that:
(a) in the preparation of the annual accounts for the year ended on 31stMarch 2018 the applicable accounting standards read with requirement set out underSchedule III to the Act have been followed and there are no material departures from thesame;
(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 2018 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 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 that such internal financial controls are adequate and are operatingeffectively and
(f) The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
Your Directors wish to place on record their gratitude and sincere appreciation for theassistance and co-operation received from the financial institutions banks Governmentauthorities customers vendors and members during the year under review.
Your Directors would like to express a profound sense of appreciation for thecommitment shown by the employees in supporting the Company in its continued robustperformance on all fronts.
|Place: AHMEDABAD ||BY ORDER OF THE BOARD OF DIRECTORS |
|Date: 28/05/2018 ||FOR REDEX PROTECH LIMITED |
| ||S/D |
| ||MR. GNANESH BHAGAT |
| ||MANAGING DIRECTOR |
| ||(DIN: 00115076) |