Rubra Medicaments Limited
Your Directors have pleasure in presenting Annual Report together with the AuditedAccounts of the Company for the year ended 31st March 2019.
1. FINANCIAL RESULTS
Your Company financial performance during the year 2018-19 is summarized below:
| || || |
(Rs. In Lakhs)
|Particulars ||2018-2019 ||2017-2018 |
|Income from Operations ||59.13 ||229.80 |
|Other Income ||- ||15.98 |
|Less: Expenses ||(77.37) ||(233.33) |
|Profit/(Loss) Before Extraordinary Items and Tax ||(18.25) ||12.45 |
|Less: Extraordinary Items ||(17.11) ||(28.82) |
|Profit/(Loss) Before Tax ||(1.14) ||(16.36) |
|Less: Taxation ||- ||- |
|Profit/(Loss) After Tax ||(1.14) ||(16.36) |
|EPS (in Rs.) ||0.00 ||0.00 |
2. FINANCIAL SUMMARY
The Company earned a Total Income of Rs. 59.13 Lakhs during the FY 2018-19 as comparedto the Total Income of Rs. 245.78 Lakhs earned in the previous FY 2017-18.
The Company's Net Loss for the Financial Year ended March 31 2019 stood at Rs. 1.14Lakhs as against a Net Loss of Rs. 16.36 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
The Authorised Share Capital of the Company is Rs. 82000000/- divided into 8200000equity shares of Rs. 10/- each and the paid-up share capital of the Company is Rs.54683000/- divided into 5468300 equity shares of Rs. 10/- each.
The Company has not issued any kind of shares or securities during the year underreview
The Board of Directors expressed their inability to recommend any dividend on equityshares for the year ended March 31 2019 on account of loss.
7. PUBLIC DEPOSITS
During the year the Company has not accepted any deposits from public nor during theprevious financial year.
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.
M/s. DD & Company (erstwhile M/s. Dinesh H. Agarwal & Company) CharteredAccountants were appointed as Statutory Auditor of the Company for a period of three yearsstarting from FY 2018-19 till FY 2020-21. The Board recommends the continuation of M/s. DD& Company Chartered Accountants as Statutory Auditors of the Company till FY2020-2021.
11. INTERNAL AUDITOR
Ms. Srashti Jain is the Internal Auditor of the Company for the FY 2018-19. Further inthe Board meeting held on April 25 2019 the Internal Auditor was appointed for a furtherperiod of three years from FY 2019-20 to FY 2021-22.
12. 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 pursuant to Regulation 33(3)(d) of SEBI (Listing Obligationand Disclosure Requirements) Regulations 2015 to the Stock Exchange(s).
13. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUBSECTION (12) OF SECTION143
There are no frauds reported by the Statutory Auditors of the Company under Section 143(12).
14. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT
M/s. Maithili Nandedkar & Associates Practicing Company Secretary was appointedas Secretarial Auditor to conduct the Secretarial Audit of the Company for the FinancialYears 2018-19 to 2020-21 pursuant to Section 204 of the Companies Act 2013 and rules madethere under. The Secretarial Audit Report for the Financial Year 2018-2019 forms part ofthe Annual Report.
15. 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 Mr. Sunil Khandalwal has been appointed as ManagingDirectorof the Company for a period of three years w.e.f. May 28 2018.Mr. Manish Gandhihas been appointed as Independent Director for a period of five years w.e.f. May 28 2018.
Mr. Ashok Sahu resigned from the Board of the Company as Independent Non-ExecutiveDirector w.e.f May 28 2018 and Mr. Rohit Sehgal has resigned from the Board of Directorsas Independent Non-Executive Director w.e.f February 25 2019.
Ms. Priti Surti was appointed as Company Secretary and Compliance Officer of theCompany w.e.f May 28 2018.
After the end of the Financial Year under review Mr. Gopal Sahu was appointed as theIndependent Non Executive Director of the Company w.e.f. June 11 2019. His appointment issubject to regularization at the ensuing AGM of the Company.
Ms. Priti Surti resigned as the Company Secretary and Compliance officer of the Companyw.e.f. July 04 2019.
Ms. Abha Kapoor was appointed as Whole Time Director designated as Director (Finance)and CFO of the Company for a period of three years w.e.f. June 14 2017 till June 132020. As her term expires during the FY 2019-20 the board has recommended herre-appointment as Whole Time Director designated as Director (Finance) and CFO for afurther period of three years from June 14 2020 to June 13 2023.
16. 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 ofthe Company. The web link for the same is asunder:http://rubramed.com/Form-MGT-9-RUBRA-2018-19-FINAL.pdf
17. DETAILS OF SUBSIDIARIES/ASSOCIATES/JOINT VENTURES IF ANY:
As on March 31 2019 the Company does not have any subsidiary associate or jointventure.
18. 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 as AnnexureII.
19. 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
20. CORPORATE SOCIAL RESPONSIBILITY
The provisions of Corporate Social Responsibility are not applicable to the Company asit does not fall within the purview of Section 135(1) of the Companies Act 2013.
21. RELATED PARTY TRANSACTIONS
There were no contracts or arrangements entered into by the Company with relatedparties referred to in sub-section (1) of section 188 of the Companies Act 2013. Therelated party transactions as per IND AS 24 are given in the notes to the financialaccounts and forms part of the Annual Report. The policy on Related Party Transactions ispart of the website of the Company. The web link for the policy on related partytransaction is as under: http://www.rubramed.com/policies/Related-Party-Transaction.pdf
22. RISK MANAGEMENT
The Company has devised and implemented a mechanism for risk management.
23. 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: http://www.rubramed.com/policies/Familarisation-of-Independent-Director.pdf
24. 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.
25. 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.
26. 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.
27. 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.
28. STATEMENT OF COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:
The Board hereby states that the Company has complied with all the applicablesecretarial standards to the extent possible.
29. 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 loans and advances made by the Company during the financialyear under review are within the limits prescribed in the section 186 of the CompaniesAct 2013
30. 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 and shifting of registered office of the Company from the State ofTelangana to the State of Maharashtra.
31. SIGNIFICANT AND / OR MATERIAL ORDERS PASSED BY THE REGULATORS
The office of Regional Director South East Region Hyderabad vide order no.24/RD(SER)/13(4)/Misc./2019/1104 dated March 29 2019 approved the shifting of registeredoffice of the Company from the State of Telangana to the State of Maharashtra.Subsequently the registered office of the Company was shifted to Mumbai at Office No.201 Citi Mall Link Road Andheri West Mumbai 400053 w.e.f. May 16 2019 No othersignificant and/or material order was passed by any Regulator any Court in India or anyTribunal impacting the going concern status and the Company's operations in future.
32. 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/NominationandRemunerationPolicy.pdf
33. 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.
34. 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. The Board thereafter constituteda sexual harassment committee where the chairperson of the Committee is Ms. Sneha Thakurand Ms. Abha Kapoor and Mr. Gopal Sahu are the Members. All employees (permanentcontractual temporary trainees) are covered under this policy.
a. number of complaints filed during the financial year - None
b. number of complaints disposed of during the financial year - None
c. number of complaints pending as on end of the financial year - None
35. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
The Company does not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).
36. ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has adequate internal financial controls besides timely statutory audit andlimited reviews of performance taking place periodically.
37. 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 2019 and of the lossof the Company for the year ended March 31 2019;
(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.
38. REGISTERED OFFICE OF THE COMPANY
During the period under review there was no change in the Registered Office address ofthe Company.
Subsequent to the year end the registered office of the company has been shifted fromState of Telangana to the State of Maharashtra. The new Registered Office of the Companyis Office No. 201 Citi Mall Link Road Andheri West Mumbai 400053 w.e.f. May 16 2019.
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 09 2019 ||Director ||Director |