The Members of
REKVINA LABORATORIES LIMITED
Your Directors have pleasure in presenting the 29th Director's Report ofyour Company together with the Audited Statement of Accounts and the Auditors' Report ofyour company for the financial year ended 31st March 2018.
|FINANCIALHIGHLIGHTS || ||(Amount in Rs) |
|Particulars ||31.03.2018 ||31.03.2017 |
|Revenue from Operations & Other Income ||193414.00 ||284064.00 |
|Less: Total Expenditure ||991839.26 ||476842.00 |
|OPERATING PROFIT/(LOSS) ||-798425.26 ||-192778.00 |
|GROSS PROFIT/LOSS FOR THE YEAR ||-798425.26 ||-192778.00 |
|Less: Depreciation and Amortization expense ||0.00 ||0.00.00 |
|PROFIT/LOSS FOR THE YEAR ||-798425.26 ||-192778.00 |
|Less: Current Taxation ||0.00 ||0.00 |
|Less: Deferred Tax Liability ||0.00 ||0.00 |
|Less: Tax Adjustment of Previous Year ||0.00 ||0.00 |
|PROFT AFTER TAX ||-798425.26 ||-192778.00 |
STATE OF COMPANY'S AFFAIRS
During the year under review the total Loss of the Company was Rs. (-798425.26)against Income Rs. 193414.00 in the year.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
This Annual Report contains a separate section on the Management Discussion andAnalysis as ANNEXURE: - I which forms part of the Directors' Report.
TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT 2013
(798425.26) transferred financial year ended 31st March 2018
"RESOLVEDTHAT pursuant to provisions of Section 139 142 and otherapplicable provisions of the Companies Act 2013 if any read with the Companies (Audit& Auditors) Rules 2014 including any statutory enactment or modification thereof M/s.JigarAdharyu& Co. Chartered Accountant Vadodara (Firm Registration No.147598) beand is hereby appointed as the Statutory Auditors of the Company and to hold the officetill the conclusion of the next annual general meeting to be held in the year 2019.
RESOLVED FURTHER THAT to give effect to above resolution the Board of Directors ofthe Company be and is hereby authorized for and on behalf of the Company to take allnecessary steps and to do all such acts deeds matters and things which may deemnecessary in this behalf."
Your Directors do not recommend any dividend for the year ended on 31stMarch 2018 due to mean profit.
MATERIAL CHANGES BETWEEN THE DATE OF BOARD REPORT AND END OF FINANCIAL YEAR
There have been no material changes and commitments if any affecting the financialposition of the Company which have occurred between the end of the financial year of theCompany to which the financial statements relate and the date of the report.
The Extract of Annual Return as required under section 92(3) of the Companies Act 2013in Form MGT-9 is annexed herewith as ANNEXURE:- II for your kind perusal andinformation.
As per Section 152 of the Companies Act 2013 Mr.Amit Shah Director of the Companyretire by rotation at the ensuing Annual General meeting and offers himself forreappointment.
Mr.Amit Shah is also director of M/s. Tensile Steel LimitedM/s. Radiant ParenteralsLimited M/s. ShakunPharma Private Limited M/s. Onmove Entertainment Private LimitedM/s. Pansoft Data Solutions Private Limited M/s. PhcBuildcon Private Limited M/sCognibyte Solutions Private Limited.
MEETINGS OF THE BOARD OF DIRECTORS
The following Meetings of the Board of Directors were held during the Financial Year2017-18
|Sr. No. ||Date of Meeting ||Board Strength ||No. of Directors Present |
|1 ||30.05.2017 ||5 ||5 |
|2 ||14.08.2017 ||5 ||5 |
|3 ||14.11.2017 ||5 ||5 |
|4 ||11.12.2017 ||5 ||5 |
|5 ||14.12.2017 ||5 ||5 |
|6 ||14.02.2018 ||5 ||5 |
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors of theCompany confirms that-
(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) The directors had 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 at the end of the financial year and ofthe profit and loss of the company for that period;
(c) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this 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; and
(e) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
(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.
DECLARATION BY INDEPENDENT DIRECTORS
The Board of Directors of take due care of the Company so need not to appointindependent director.
1) Independent Auditors Report
There are qualifications or adverse remarks in the Auditors' Report which require anyclarification/ explanation. The Notes on financial statements are self-explanatory andneeds no further explanation.
Statutory Auditor's observation was considered by the Management and necessary actionswill be taken to rectify the same.
2) Secretarial Audit Report
Pursuant to provision of Section 204(1) of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 your Companyhas appointed M/s. PRATIKARDESHNA&CO Practicing Company Secretaries to ConductSecretarial Audit of your Company.
Secretarial Auditor's observation and Management's explanation to the Auditor'sobservation
The Director refers to the Auditor's observation in the Secretarial Audit Report and asrequired under Section 204(1) of the Companies Act 2013 the Company has obtained asecretarial audit report.
Secretarial Auditor's observation was considered by the Management and necessaryactions will betaken to rectify the same. Company has minimal turnover and management ofthe company taking due care of the all transaction and query raised by the secretarialauditor.
The Secretarial Audit Report is annexed herewith as ANNEXURE: - III to thisreport.
COMMITTEES OF THE BOARD
During the year in accordance with provisions of Companies Act 2013 the Board ofDirectors of the Company has not constituted/re-constituted any committee as per CompaniesAct and Listing Agreement:
1) Audit Committee
Director of the company are regularly following audit plan and maintain propertransparency in accounts and taking due care of role of audit committee.
2) Nomination & Remuneration Committee
Company is in loss and company does not pay any remuneration to any director. So noneed to form committee.
3) Stakeholder Relationship Committee
Companies director taking due care of stake holder and need not to form stake holderrelationship committee.
LOANS GUARANTEES AND INVESTMENTS
The Company has following Loans Guarantee given and Investments made under section 186of the Companies Act 2013 for the financial year ended 31st March 2018:
|S ||Date of Transaction ||Particular/Purpose/Natureof Transaction ||Amount of Transaction |
|Company has not entered into any transaction covered under Section 186 of Companies Act 2013 || || || |
RELATED PARTY TRANSACTIONS
The Company is required to enter into various Related Parties Transactions as definedunder Section 188 of the Companies Act 2013 with related parties as defined under Section2 (76) of the said Act. Further all the necessary details of transaction entered with therelated parties are shown in notes forming part of financial statement for the year endedas on 31st March 2017 for your kind perusal and information. The Company hasnot entered into any new contract or agreement under section 188 of Companies Act 2013.In financial year 2015-16 and hence the provisions of Section 134(3)(h) is not attractedand has not prepared FORM No. AOC-2.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weaknesses in the design or operation were observed.
KEY MANAGERIAL PERSONNEL
During the year under review following persons held position of Key ManagerialPersonnel of the Company in compliance with the provisions of Section 203 of the CompaniesAct 2013.
|Mr. Amit Shah || Director |
|Mr. Mukesh Shah || Director |
|Mrs. VibhaShah || Director |
Remuneration and other details of the Key Managerial Personnel for the financial yearended 31st March 2018 are mentioned in the Extract of the Annual Return which is attachedto the Directors' Report.
PARTICULARS OF EMPLOYEES
None of the employee has received remuneration exceeding the limit as stated in rule5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.A statement containing particulars of employees pursuant to section 134 (3) (q) ofCompanies Act 2013 read with rule 5(1) of the Companies (Appointment and Remuneration ofManagerial personnel) rules 2014 is annexed herewith as ANNEXURE:- IV
REPORT ON CORPORATE GOVERNANCE
In compliance with the provision of Clause 49 of the Listing Agreement a separatereport on Corporate Governance NOT APPLICABLE.
PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES
|SN ||NAME AND ADDRESS OF CIN/GLN THE COMPANY ||HOLDING/ SUBSIDIARY/ ASSOCIATE ||% of shares held |
|1. ||NIL || || |
In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013and Companies Meeting of Board & its powers Rules 2014 Company has formulated VigilMechanism.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the Company underany scheme save and except ESOS referred to in this Report.
4. Neither the Managing Director nor the Whole-time Directors of the Company receiveany remuneration or commission from any of its subsidiaries.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION
The particulars as required under the provisions of Section 134(3) (m) of the CompaniesAct 2013 in respect of conservation of energy and technology absorption have not beenfurnished considering the nature of activities undertaken by the company during the yearunder review.
During the year under review there were no cases filed pursuant to the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
As per annexure attached
FOREIGN EXCHANGE EARNINGS AND OUTGO
There were no foreign exchange earnings and outgo during the year under review.
The Company has risk assessment and minimization system in place. The risk managementprocedures are reviewed regularly.
Your Directors wish to express their grateful appreciation to the continued cooperationreceived from the Banks Government Authorities Customers Vendors and Shareholdersduring the year under review. Your Directors also wish to place on record their deep senseof appreciation for the committed service of the Executives staff and Workers of theCompany.
| ||For and on behalf of Board of Directors of |
| ||M/s REKVINA LABORATORIES LIMITED |
|Date: -04.09.2017 || |
|Place: - Vadodara || |
| ||SD/- |
| ||Mukesh Shah |
| ||Director |
| ||DIN: 01993130 |
|Annexure ||Content |
|I ||Annual Return Extracts in MGT 9 |
|Ii ||AOC 2 Related Party Transactions disclosure |
|iii ||MR-3 Secretarial Audit Report |