Rubra Medicaments Limited
Your Directors have pleasure in presenting Annual Report together with the AuditedAccounts of the Company for the year ended 31st March 2018.
1. FINANCIAL RESULTS
Your Company financial performance during the year 2017 - 18 is summarized below:
| || ||(Rs. In Lakhs) |
|Particulars ||2017-2018 ||2016-2017 |
|Income from Operations ||229.80 ||30.62 |
|Other Income ||15.98 ||0.25 |
|Less: Expenses ||(233.33) ||(27.46) |
|Profit/(Loss) Before Extraordinary Items and Tax ||12.45 ||3.40 |
|Less: Extraordinary Items ||(28.82) ||- |
|Profit/(Loss) Before Tax ||(16.36) ||3.40 |
|Less: Taxation ||- ||- |
|Profit/(Loss) After Tax ||(16.36) ||3.40 |
|EPS (in Rs.) ||0.00 ||0.06 |
2. FINANCIAL SUMMARY
The Company earned a Total Income of Rs. 245.78 Lakhs during the FY 2017-18 ascompared to the Total Income of Rs. 30.87 Lakhs earned in the previous FY 2016- 17. TheCompany's Net Loss for the Financial Year ended March 31 2018 stood at Rs. 16.36 Lakhs asagainst a Net Profit of Rs. 3.40 Lakhs in the previous year.
3. CHANGE IN NATURE OF BUSINESS
There is no change in the nature of the business of the company.
4. TRANSFER TO RESERVES
Due to loss in during the year no amount is proposed to be transferred to Reserves.
5. CHANGES IN SHARE CAPITAL
During the year under review the Company had issued 2700000 Warrants convertibleinto Equity Shares of the Company at a price of Rs. 10/- per warrant on preferentialbasis.
There is no change in the share capital of the Company.
The Board of Directors expressed their inability to recommend any dividend on equityshares for the year ended March 31 2018 on account of loss.
7. PUBLIC DEPOSITS
During the year the Company has not accepted any deposit.
8. BUY-BACK / SWEAT EQUITY / BONUS SHARES
The Company has neither bought back its shares nor has issued any sweat equity or Bonusshares during the year under review.
9. EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the Employees.
10. STATUTORY AUDITOR'S
Subsequent to the year end M/s. Prakash Modi & Associates Chartered AccountantsStatutory Auditors of the Company tendered their resignation vide their letter datedAugust 14 2018 due to their pre-occupancy with other professional activities. The Boardhas appointed M/s. Dinesh H Agarwal & Co. Chartered Accountants as new StatutoryAuditor of the Company for a period of three years starting from FY 2018-19 till FY2020-2021 subject to the approval of the Members in the ensuing Annual General Meeting.The Company has received confirmation from the new Auditor that their appointment wouldbe within the prescribed limit specified under relevant sections of the Companies Act2013 and that they are not disqualified from such appointment.
The Board recommends appointment of M/s. Dinesh H Agarwal & Co. CharteredAccountants as Statutory Auditors of the Company for a period of three years starting fromFY 2018-19 till FY 2020-2021.
Members are requested to approve the same.
11. STATUTORY AUDIT REPORT
The Auditors' Report on the financial statement for the current year isself-explanatory therefore does not require any further explanation. The Company hasalready submitted Declaration to the Stock Exchange(s).
12. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT
Maithili Nandedkar & Associates Practicing Company Secretary was appointed asSecretarial Auditor to conduct the Secretarial Audit of the Company for the Financial Year2017-2018 pursuant to Section 204 of the Companies Act 2013 and rules made there under.The Secretarial Audit Report for the Financial Year 2017-2018 forms part of the AnnualReport.
13. DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the Companies Act none of the Directors are liable to retire byrotation at the ensuing Annual General Meeting.
During the year under review Ms. Abha Kapoor was re-appointed as Director (Finance)and Chief Financial Officer of the Company. Ms. Sneha Thakur was appointed as IndependentDirector of the Company on 7th July 2017. Mr. Rohit Sehgal was appointed asIndependent Director of the Company on 14th July 2017.
Mr. Gopal Marathe resigned from the Board of the Company w.e.f. 7th July2017. Mr. Atul Anand resigned as the Managing Director of the Company w.e.f. 19thFebruary 2018. Existing Company Secretary resigned w.e.f. 19th March 2018 andnew Company Secretary was appointed w.e.f. May 28 2018.
Subsequent to the year end Mr. Ashok Sahu resigned as Director of the Company Mr.Sunil Khandalwal was appointed as Managing Director and Mr. Manish Gandhi was appointed asNon-Executive Independent Director w.e.f. May 28 2018 subject to approval of Members.Board has recommended their appointment to the Members in the ensuing Annual GeneralMeeting. Members are requested to approve the same.
14. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith as Annexure I and the copy of the same is also placed on the website of theCompany. The web link for the same is as under: http://www.rubramed.com/MGT9-FY2017-18.pdf
15. DETAILS OF SUBSIDIARIES/ASSOCIATES/JOINT VENTURES IF ANY:
As on March 31 2018 the Company does not have any subsidiary associate or jointventure.
16. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS ANDOUTGO
The information pertaining to Conservation of Energy Technology Absorption and ForeignExchange earnings and outgo as required under section 134(3)(m) of the Companies Act 2013read with rule 8(3) of the Companies (Accounts) Rules 2014 is annexed to this report asAnnexure II.
17. VIGIL MEGHANISM
The Company has established a Vigil Mechanism that enables the Directors and Employeesto report genuine concerns. The Vigil Mechanism provides for (a) adequate safeguardsagainst victimization of persons who use the Vigil Mechanism; and (b) direct access to theChairperson of the Audit Committee of the Board of Directors of the Company in appropriateor exceptional cases. The web link for the policy is as under:http://www.rubramed.com/policies/Whistle-Blower-Policy.pdf
18. CORPORATE SOCIAL RESPONSIBILITY
The Company has incurred loss during the year under review. Hence the Corporate SocialResponsibility provisions do not apply to the Company.
19. RELATED PARTY TRANSACTIONS
Transaction with related party is disclosed in notes to accounts. The policy on RelatedParty Transactions is part of the website of the Company. The web link for the policy onrelated party transaction is as under:
20. RISK MANAGEMENT
The Company has devised and implemented a mechanism for risk management.
21. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company proactively keeps its Directors informed of the activities of the Companyits management and operations and provides an overall industry perspective as well asissues being faced by the industry. Details of the Familiarization program for IndependentDirectors form part of the website of the Company. The web link of Familiarization programis as under:
22. CORPORATE GOVERNANCE
Pursuant to Regulation 15(2) of the Securities Exchange Board of India (ListingObligations and Disclosure Requirements) 2015 compliance of Corporate Governance is notmandatory. However the company has complied with the provisions of Regulation 17 to 27 ofthe Securities Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 to the extent possible. A separate section on Corporate Governanceforms part of the Directors' Report as stipulated in Securities Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 is included in theAnnual Report.
23. INDEPENDENT DIRECTOR'S MEETING
The Board of Directors of the Company meets once in every Financial Year without thepresence of Executive Directors and Management of the Company. The role of the Directorsis as per the provisions of Companies Act 2013 as well as the Securities Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015.
24. DECLARATION BY INDEPENDENT DIRECTOR
Pursuant to Section 149(6) of the Companies Act 2013 and SEBI (Listing Obligation andDisclosure Requirement) Regulations 2015 the Independent Directors of the Company havegiven the declaration to the Company that they qualify the criteria of independence asrequired under the Act.
25. BOARD EVALUATION
Pursuant to the provisions of Companies Act 2013 and SEBI (Listing Obligation andDisclosure Requirement) Regulations 2015 the Board has carried out annual performanceevaluation of its own performance the directors individually as well the evaluation ofthe working of its Audit Nomination & Remuneration and Stakeholder committeeincluding the Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution and independence of judgment thereby safeguarding the interestof the Company. The performance evaluation of the Independent Directors was carried out bythe entire Board. The performance evaluation of the Chairman and the Non IndependentDirectors was carried out by the Independent Directors. The Directors expressed theirsatisfaction with the evaluation process.
26. PARTICULARS OF LOANS GIVEN GUARANTEES GIVEN OR INVESTMENTS MADE UNDER SECTION 186OF COMPANIES ACT 2013
Particulars of loans guarantees and investments made by Company pursuant to Section186 of the Companies Act 2013 are given in the notes to the financial accounts formingpart of the Annual Report. The Company has not given any loan guarantee or investmentduring the financial year under review.
27. MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR
There have been no material changes and commitments affecting the financial position ofthe Company occurred between the end of the financial year of the Company to which thefinancial statements relate and the date of the report except change in Board and KeyManagerial Personnel.
28. NOMINATION AND REMUNERATION POLICY
An extract of the Company's policy relating to directors appointment payment ofremuneration and discharge of their duties is annexed herewith as Annexure III. The weblink to the Nomination and Remuneration Policy is as under:http://www.rubramed.com/policies/NominationandRemunerationPolicv.pdf
29. PARTICULARS OF EMPLOYEES
The Company does not have any employee/Director who is in receipt of remunerationaggregating to the sum prescribed in Section 197 of the Companies Act 2013 ("theAct") read with Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.
30. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
The company has in place a policy for prevention of sexual harassment in accordancewith the requirements of the Sexual Harassment of women at workplace (PreventionProhibition & Redressal) Act 2013. Internal Complaints Committee has been set up toredress complaints received regarding sexual harassment. All employees (permanentcontractual temporary trainees) are covered under this policy. The Company did notreceive any complaint during the year 2017-18.
31. SIGNIFICANT AND / OR MATERIAL ORDERS PASSED BY THE REGULATORS
No significant and/or material order was passed by any Regulator any Court in India orany Tribunal impacting the going concern status and the Company's operations in future.
32. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Company does not have any funds lying unpaid or unclaimed for a period of seven years.Therefore there were no funds which were required to be transferred to Investor Educationand Protection Fund (IEPF).
33. REGISTERED OFFICE OF THE COMPANY AND CORPORATE OFFICE
During the period under review there was no change in the Corporate Office address ofthe Company.
Subsequent to the year end for administrative convenience it was proposed by yourBoard of Directors to shift the Registered Office of the Company from Hyderabad in theState of Telangana to Mumbai in the State of Maharashtra.
34. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134 of the Act the Directors state 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) Appropriate accounting policies have been selected and applied consistently andhave made judgments and estimates that are reasonable and prudent so as to give a trueand fair view of the state of affairs of the Company as at March 31 2018 and of theprofit and loss of the Company for the year ended March 31 2018;
(c) Proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
(d) The annual accounts have been prepared on a going concern basis;
(e) Proper internal financial controls were followed by the Company and such internalfinancial controls are adequate and were operating effectively;
(f) Proper systems are devised to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.
Your Directors takes opportunity to show gratitude towards the assistance andcooperation received from Shareholders.
| || |
For and on Behalf of the Board of Directors of
| || |
RUBRA MEDICAMENTS LIMITED
|Place: Mumbai || || |
|Date: August 22 2018 ||Director ||Director |