Your Directors are pleased to present the 32nd Annual Report of your Company along withthe Audited Financial Statements for the financial year ended March 312021.
1. FINANCIAL RESULTS:
An overview of the financial performance of your Company for the year 2020-21 is asunder:
(Amount in Lakhs)
|Particulars ||Year ended |
| ||31.03.2021 ||31.03.2020 |
|Revenue from Operations ||9003.59 ||289.02 |
|Other Income ||0.20 ||0.00 |
|Total Income ||9003.59 ||289.02 |
|Less: Expenditure ||8938.31 ||251.52 |
|Proftt/(Loss) before tax ||65.29 ||37.50 |
|Less : Current tax ||17.27 ||9.37 |
|Less : Deferred tax ||(0.04) ||0.42 |
|Less : Previous Year Tax ||0.00 ||0.00 |
|Profit after Tax ||48.05 ||27.70 |
REVIEW OF OPERATIONS:
During the year under review your Company recorded a total income of Rs. 9003.59 lakhsas compared to Rs. 289.02 lakhs in the previous financial year higher by Rs. 8714.57Lakhs. The Profit for the same period stands at Rs. 48.05 Lakhs as compared to the Profitof Rs. 27.70 lakhs in the previous financial year higher by 20.35 lakhs.
In order to conserve the profits for future growth of the Company the Board ofDirectors has not recommended payment of any dividend for the year on the equity sharecapital of the company.
3. TRANSFER TO RESERVES:
The Board of Directors of your Company has decided not to transfer any amount to theReserves for the FY 2020-21.
4. MATERIAL CHANGES BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF REPORT:
There have been no material changes and commitments between the end of the financialyear 2020-21 and the date of this report adversely affecting the financial position ofthe Company.
5. CHANGE IN NATURE OF BUSINESS:
During the year under review the Company has changed its business activities frommanufacturing and sale of Air-O-Water machines to trading in API intermediates (KSMs andCRMs) and various other raw materials used in API manufacturing contract manufacturing
6. CHANGE IN THE NAME OF THE COMPANY:
Consequent to change in the business activities and accordingly in order to keep thename of the Company in consonance with the new business activities the Company haschanged its name from "Roxy Exports Limited" to "Remedium LifecareLimited". The said change of name has been approved by shareholders at the 31stAnnual General Meeting held on 30.09.2020. The change of name of the Company has also beenapproved by the Registrar of Companies vide a fresh certificate of incorporation dated06.11.2020.
7. COPY OF ANNUAL RETURN:
The Annual Return as required under Section 92(3) and Section 134 of the Companies Act2013 read with Rule 12 of the Companies (Management and Administration) Rules 2014 isavailable on the Company's website at https:// www. re ml ife.com/re ports/24/annual-return/.
8. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:
During the year under review 6 (six) Meetings of the Board of Directors were convenedand held on July 15 2020; August 20 2020; August 24 2020; September 15 2020; November13 2020; and February 12 2021. The details of the attendance of Directors at thesemeetings are as under:
|Name of the Director ||Category ||Board Meetings during FY 2020-21 |
| || ||Held ||Attended |
|Mr. Siddharth Shah* ||Managing Director ||6 ||6 |
|Mr. Hanosh Santok ||Non Executive Director ||6 ||6 |
|Mrs. Maneesha Naresh ||Independent Director ||6 ||6 |
|Ms. Trupti Bolke** ||Independent Director ||6 ||2 |
Note: *Mr. Siddharth Shah has resigned from the position of Managing Director of theCompany w.e.f. 20.05.2021 **Ms. Trupti Bolke was appointed as an Independent Director atthe 31st Annual General Meeting w.e.f. 30.09.2020
9. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 134(3)(c) of the Companies Act 2013 theDirectors confirm that:
a) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures if any;
b) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were 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 of the Company for the year under review;
c) The Directors have 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 have 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 were operatingeffectively; and
f) The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
10. AUDIT COMMITTEE:
The Company has constituted qualified and independent Audit Committee. The Company'sAudit Committee comprises of Ms. Trupti Bolke - Chairperson Mr. Hanosh Santok - Memberand Ms. Maneesha Naresh - Member. All the members of the Committee have relevantexperience in financial matters. The Company Secretary of the Company acts as Secretary tothe Audit Committee. The Committee is governed by the term of reference which are in linewith the regulatory requirements mandated by the Companies Act 2013 and the ListingRegulations. The details of the composition and meetings of the Audit Committee of theBoard are included in the Corporate Governance report which forms part of this report.
All the recommendations made by the Audit Committee during the year were accepted bythe Board of Directors of the Company.
11. NOMINATION AND REMUNERATION COMMITTEE:
The Company has constituted Nomination and Remuneration Committee in compliance withthe provisions of Section 178 of the Companies Act 2013 and Regulation 19 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.
The details of composition terms of reference of the Nomination and RemunerationCommittee numbers and dates of meetings held attendance of the Directors are givenseparately in the attached Corporate Governance Report which forms part of this Report.
12. AUDITORS AND THEIR REPORT:
Pursuant to the provisions of Section 139 and all other applicable provisions of theCompanies Act 2013 ("the Act") read with Rule 3(7) of the Companies (Audit andAuditors) Rules 2014 (including any statutory modification(s) or re-enactment(s) thereoffor the time being in force) M/s. Taori Sandeep & Associates Chartered AccountantsMumbai bearing Firm Registration Number 007414C with the Institute of CharteredAccountants of India (ICAI) were appointed as the Statutory Auditors of the Company at the30th Annual General Meeting (AGM) held on September 302019 for a period of five yearscommencing from the conclusion of the 30th Annual General Meeting till the conclusion ofthe 35th Annual General Meeting of the Company to be held for the financial year 2023-2024subject to ratification of their appointment by the members at every subsequent AGM. Inaccordance with the amendment to section 139 of the Act the requirement of ratificationof appointment by members every year is no longer required. M/s Taori Sandeep &Associates have confirmed their eligibility and qualification required under section 139and 141 and other applicable provisions of the Companies Act 2013 and the Companies(Audit and Auditors) Rules 2014 (including any statutory modification(s) orre-enactment(s) thereof for the time being in force for their continuation as statutoryauditors.
In terms of the Listing Regulations the Auditors have confirmed that they hold a validcertificate issued by the Peer Review Board' of The Institute of CharteredAccountants of India (ICAI).
There are no qualifications or observations or remarks made by the Statutory Auditorsin their report for the F.Y. 2020-21.
Reporting of Fraud
During the year under review the Auditors of the Company have not reported any fraudas specified under Section 143(12) of the Companies Act 2013.
13. SECRETARIALAUDIT REPORT:
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hadappointed M/s. Gauri & Associates Company Secretaries to carry out Secretarial Auditof the Company forthe financial year 2020-21. The Secretarial Audit Report received fromthem is appended as Annexure A' and forms part of this report.
The Secretarial Audit Report forthe Financial Year 2020-21 does not contain anyqualification reservation and adverse remarks.
14. INTERNAL AUDIT:
As per the requirements of Section 138 of the Companies Act 2013 and the rules madethere under Mr. Rahul Kadam was appointed as an Internal Auditor of the Company for thefinancial year 2020-21.
15. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS AND GENERAL MEETINGS:
The Company has complied with all the applicable mandatory Secretarial Standards issuedby the Institute of Company Secretaries of India.
16. MANAGEMENT DISCUSSION AND ANALYSIS:
A detailed review of the operations performance and future outlook of the Company andits businesses is given in the Management Discussion and Analysis which forms part of theAnnual Report.
17. PUBLIC DEPOSITS:
During the year under review your Company has not accepted and/or renewed any publicdeposits in terms of the provisions of Section 73 and 76 of the Companies Act 2013 readwith the Companies (Acceptance of Deposits) Rules 2014 as amended.
18. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
During the year under review your Company has not given any loans guarantees or madeany investments within the purview of Section 186 of the Companies Act 2013.
19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO INSECTION 188(1) OF THE COMPANIES ACT 2013:
The details of the related party transactions as per requirement of AccountingStandards-18 are disclosed in notes to the financial statements of the Company forthefinancial year 2020-21. All the directors have disclosed their interest in Form MBP-1pursuant to Section 184 of the Companies Act 2013 and as and when any changes in theirinterest take place such changes are placed before the Board at its meetings. None of thetransactions with any of the related parties was in conflict with the interest of theCompany. The particulars of contracts or arrangements with related parties referred to inSection 188 (1) in prescribed FormAOC-2 under Companies (Accounts) Rules 2014 areappended as Annexure B.
20. INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013:
The Company has constituted an Internal Complaint Committee under Section 4 of theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.During the year no complaint was filed before the said Committee.
21. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
The prescribed particulars of conservation of energy technology absorption and foreignexchange earnings and outgo in terms of the Section 134 (3) (m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is attached as"Annexure C" which forms part of the Boards report.
22. BUSINESS RISK MANAGEMENT:
Pursuant to section 134(3) (n) of the Companies Act 2013 and as per provisions of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 as amended the Company has adhered to the principles of sound riskmanagement and already has a Risk Management Policy in place. An ongoing exercise is beingcarried out to identify evaluate manage and for monitoring of both business andnonbusiness risk. The Board periodically reviews the risks and suggests steps to betakento control and mitigate the same through a properly defined framework.
23. CORPORATE SOCIAL RESPONSIBILITY:
The Company does not fulfill any of the criteria i.e. net worth turnover or netprofit as prescribed in section 135 of the Companies Act 2013 for applicability ofCorporate Social Responsibility (CSR) provisions. Accordingly the Company is not requiredto constitute CSR Committee and comply with the provisions of Section 135 of the CompaniesAct 2013.
24. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has implemented a Vigil Mechanism Policy to deal with instances of fraudand mismanagement if any. The policy also provides for adequate safeguards againstvictimization of persons who use such mechanism and makes provision for direct access tothe chairperson of the Audit Committee in all cases. There were no complaints receivedduring the year 2019-20.
25. DIRECTORS & KEY MANAGERIAL PERSONNEL:
In accordance with the provisions of Section 152 ofthe Companies Act 2013 read withthe Companies (Appointment & Qualification of Directors) Rules 2014 and Articles ofAssociation ofthe Company Mr. Hanosh Santok (DIN : 08554687) a Non-Executive Directorofthe Company retires by rotation at the ensuing Annual General Meeting and beingeligible has offered himself for reappointment. Your Board recommends his re-appointmentto the Shareholders.
A brief profile of Mr. Hanosh Santok (DIN : 08554687) as required under Regulation 36(3) ofthe SEBI (LODR) Regulations 2015 and justification for his re-appointment are givenin the explanatory statement to Notice ofthe 32nd Annual General Meeting.
During the year under review Ms. Trupti Bolke (DIN: 07700551) was appointed as anIndependent Director not liable to retire by rotation to hold office fora term of fiveconsecutive years at the 31st Annual General Meeting held on 30.09.2020.
Mr. Siddharth Shah - Managing Director (DIN: 01343122) ofthe Company has resigned fromthe position ofthe Managing Director w.e.f. 20.05.2021. The Company has appointed Dr.Vilas Lokhande (DIN: 01228041) as a Whole Time Director w.e.f. 20.05.2021.
The Company has received declaration from all the Independent Directors that they meetthe criteria of independence as laid down under section 149(6) ofthe Companies Act 2013read with the Schedule and Rules issued thereunder.
The following three person were formally noted as Key Managerial Personnel of theCompany in compliance with the provisions of Section 203 of the Companies Act 2013.
|Mr. Siddharth Shah* ||: Managing Director |
|Dr. Vilas Lokhande** ||: Whole Time Director |
|Mr. Ashish Parkar ||: Chief Financial Officer |
|Mr. Nishant Phadtare# ||: Company Secretary |
*Mr. Siddharth Shah has resigned from the position of Managing Director w.e.f.20.05.2021
**Dr. Vilas Lokhande has been appointed as a Whole Time Director w.e.f. 20.05.2021
#Mr. Nishant Phadtare has resigned from the position of the Company Secretary w.e.f.07.07.2021
26. PARTICULARS OF REMUNERATION:
In terms of provisions of section 197(12) of the Companies Act 2013 read with Rule 5of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014details of the ratio of remuneration of each Director to the median employee'sremuneration is provided in "Annexure D" which forms part of the Board's Report.
27. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The Internal Auditors monitor and evaluate the efficacy andadequacy of internal control system in the Company its compliance with operating systemsaccounting procedures and policies of the Company.
28. SUBSIDIARY COMPANIES:
The Company do not have any subsidiary company.
29. TRANSFER OF UNCLAIMED DIVIDEND AMOUNTS AND SUCH SHARES TO INVESTOR EDUCATION ANDPROTECTION FUND:
There is no unclaimed or unpaid dividend lying with the Company. Therefore the Companywas not required to transferred any amount to Investor Education and Protection Fund.
30. PARTICULARS OF EMPLOYEES AND THEIR REMUNERATION:
None of the employees of your Company were in receipt of remuneration in excess ofthelimits as laid down under Rule 5 ofthe Companies (Appointment & Remuneration ofManagerial Personnel) Rules 2014.
The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesofthe Company is as follows:
The particulars of the employees who are covered by the provisions contained in Rule5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are:
|a) Employed throughout the year ||Nil |
|b) Employed for part ofthe year ||Nil |
31. CORPORATE GOVERNANCE REPORT:
Pursuant to the provisions of Regulation 15 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Company is exempt from the compliance withthe certain provisions of Corporate Governance. However as a good practice the Companyvoluntarily adheres to certain principles of Corporate Governance. A brief report onCorporate Governance and the requisite Auditor's Certificate confirming compliance withthe conditions of Corporate Governance is appended as "Annexure -E" and formspart of this Report.
32. SIGNIFICANT AND MATERIAL ORDERS PASSSED BY THE COURTS OR REGULATORS:
During the year under review no significant and material orders were passed by theregulators or courts or tribunals impacting the going concern status and company'soperations in future.
33. LISTING WITH STOCK EXCHANGES:
The Equity shares ofthe Company are listed on BSE Ltd.
Your Directors would like to take this opportunity to express sincere gratitude to thecustomers bankers and other business associates for the continued cooperation andpatronage. Your Directors gratefully acknowledge the ongoing co-operation and supportprovided by the Government Regulatory Bodies and the Stock Exchanges. Your Directorsplace on record their deep appreciation for the exemplary contribution made by theemployees at all levels. The Directors also wish to express their gratitude to the valuedshareholders for their unwavering trust and support.
|For and on behalf of the Board of Directors || |
|Remedium Lifecare Limited || |
|Vilas Lokhande ||Hanosh Santok |
|Whole Time Director ||Director |
|Place: Mumbai || |
|Date: 18.08.2021 || |