REDEX PROTECH LIMITED
Your Directors have pleasure in presenting their Thirtieth Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended March31 2021.
1. STATE OF AFFAIRS OF THE COMPANY:
M/S. REDEX PROTECH LIMITED (CIN: L45100GJ1991PLC016557) was ncorporated as apublic Limited 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.
SEGMENT-WISE POSITION OF BUSINESS AND ITS OPERATIONS: The
Company is currently engaged in only one business. Accordingly there is no businesssegments and geographical segment of business activity of the Company. However the majorsource of Income is from other operating income i.e. Rent Income.
CHANGE IN STATUS OF THE COMPANY: The status of the company has not beenchanged during the financial year 2020-21.
CHANGE IN THE FINANCIAL YEAR: The Company has not changed its financial yearduring the year.
CAPITAL EXPENDITURE PROGRAMMES: Not Applicable
DETAILS AND STATUS OF ACQUISITION. MERGER. EXPANSION MODERNIZATION ANDDIVERSIFICATION: Not Applicable
DEVELOPMENTS. ACQUISITION AND ASSIGNMENT OF MATERIAL INTELLECTUAL PROPERTYRIGHTS: Not Applicable
ANY OTHER MATERIAL EVENT HAVING AN IMPACT ON THE AFFAIRS OF THE COMPANY:
The Company has taken shareholder approval in last AGM for sale/ disposs off land ofthe company being substantial undertaking of the company.
No other material events have occurred during the financial year 2020-21 which impacton the affairs of the Company
IMPACT OF COVID-19:
With the announcement of the lockdown which came into force 24th March 2020 theoperation of all non-essential businesses imposed restrictions on movement ofgoods/material travel etc. As the nature of business performed by the Company fell undernon-essential category these restrictions had stopped the operations of the company.
As we have the owner of the-premises which is rented to tenant the schedule forroutine working of them after relaxation from government in lockdown will start theoperation and due care will be taken while resuming the tenant operation. It is difficultto assess the impact of COVID- 19 but the rent income from tenant might affect adverselyand due to that the company can face the liquidity issue to run the business smoothly innear future.
2. FINANCIAL HIGHLIGHTS:
(Rs. in lacs)
|PARTICULARS ||2020-21 ||2019-20 |
|Revenue from Operations ||1.11 ||2.82 |
|Other income ||25.82 ||87.93 |
|Total Income ||26.93 ||90.75 |
|Profit/loss before Depreciation Finance Costs Exceptional items and Tax Expense ||(0.53) ||55.03 |
|Less: Depreciation ||3.21 ||1.32 |
|Profit/loss before Finance Costs Exceptional items and Tax Expense ||(3.74) ||53.71 |
|Less: Finance Cost ||- ||- |
|Profit/loss before Exceptional items and Tax Expense ||(3.74) ||53.71 |
|Less: Exceptional Items ||- ||- |
|Profit / (Loss) Before Tax ||(3.74) ||53.71 |
|Provision for Tax & Deferred Tax ||2.34 ||12.97 |
|Profit / (Loss) After Tax ||(6.08) ||40.73 |
|Other Comprehensive income (net of tax effect) ||- ||- |
|Total Comprehensive income ||(6.08) ||40.73 |
|Add : Balance as per last Financial Statement ||-122.16 ||-162.89 |
|Disposable Surplus ||- ||- |
|Less : Transfer to General Reserve ||- ||- |
|Dividend Paid (19-20) ||- ||- |
|Dividend Paid (18-19) ||- ||- |
|Dividend Distribution Tax (19-20) ||- ||- |
|Dividend Distribution Tax (18-19) ||- ||- |
|Balance carried forward ||-128.24 ||-122.16 |
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 decreased with respect to overall turnover during thefinancial year 2020-21. The revenue of the company is bifurcated in two parts i.e. sale ofservices and other operating Revenue. The Company total revenue of the Company can bebifurcated as follows:
|Description ||Amount in Rs. ||% of total Revenue |
|Sale of services like Extinguisher Refilling & labour service ||102000/- ||3.79% |
|Other Operating Revenue ||10000/- ||0.37% |
|Rent income ||2573000/- ||95.82% |
|Total ||2685000/- ||100% |
The Company is taking more efforts to achieve better revenue and profit in upcomingyears. The company will strive to improve its performance in long term prospects based onactual pace of global economy.
Due to loss making situation of the Company the directors did not recommend anyDividend during the year under review.
5. THE AMOUNTS IF ANY WHICH IT PROPOSES TO CARRY TO ANY RESERVES;
The company has not transferred any amount to reserves during the financial year2020-21.
6. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Pursuant to the provisions Section 152(6) of the Companies Act 2013 Mr. GnaneshBhagat (DIN: 00115076) Director of the Company retires by rotation at the forthcomingAnnual General Meeting and being eligible offer himself 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 under Regulation 16 b) of SEBI(Listing Obligations and Disclosure Requirements) Regulation 2015 and complied with theCode for Independent Directors prescribed in Schedule IV to the Act.
During the year under review the non-executive directors of the Company had nopecuniary relationship or transactions with the Company other than sitting feescommission and reimbursement of expenses incurred by them for the purpose of attendingmeetings of the Board/Committee of the Company.
7. MEETING OF BOARD OF DIRECTORS:
During the year Five (5) Board Meetings and Four (4) Audit Committee Meetings wereconvened and held. The dates on which the said Board meetings and Audit Committee meetingswere held are shown in the table:
|SR. NO. ||BOARD MEETING ||AUDIT COMMITTEE |
|1 ||29.06.2020 ||29.06.2020 |
|2 ||31.08.2020 ||12.09.2020 |
|3 ||12.09.2020 ||06.11.2020 |
|4 ||06.11.2020 ||29.01.2021 |
|5 ||29.01.2021 || |
The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013. The necessary quorum was present at the meeting.
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:
| AUDIT COMMITTEE |
| 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' ofthe company which forms part of this Annual Report.
9. 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 2021 forms part of thisreport as "Annexure I". The extract of Annual Return as well as AnnualReturn in form MGT -9 and MGT-7 are also available on the website of the Company(www.redexprotech.com).
10. STATUTORY AUDITORS & AUDIT REPORT:
M/S. SHAH & SHAH Chartered Accountants (F.R.NO. 131527W) who haveoffered themselves for appointment and have confirmed their eligibility to be appointed asAuditors in terms of provisions of section 141 of the Companies Act 2013 has beenappointed as statutory auditors of the company for the term of five consecutive years tohold office till the conclusion of the Annual General meeting for the Financial Year202425.
Auditors comments on your company's accounts for year ended March 31 2021 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.
11. DISCLOSURE OF REPORTING OF FRAUD BY AUDITORS UNDER SECTION 143(12):
During the financial year 2020-21 the Statutory Auditor of the Company has notreported to the audit committee any instance of fraud committed against the Company by itsemployees or officers under section 143(12) the details of which need to be reported inBoard's Report.
12. 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.
13. 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 2020-21.
14. 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 2020-21. The Report of the SecretarialAuditor for the FY 2020-21 is annexed to this report as "Annexure II".
The Board of Directors of the Company has discussed the remarks as mentioned inSecretarial Audit Report at arm's length. The qualification raised by the SecretarialAuditor in its report and the justification of Board of Directors on the same are asfollows:
|QUALIFICATION ||JUSTIFICATION OF BOARD |
|1 The Company is yet to comply with Regulation 31(2) of The Securities and Exchange Board of India (Listing Obligation and Disclosure ||The Company has taken steps to ensure that the physical shares held by promoter or promoter group are fully converted into DEMAT. |
|Requirement) Regulation 2015 for maintaining 100% (hundred percent) shareholding of promoter(s) and promoter group in dematerialized form. ||However still two shareholders of promoter group are holding shares in physical. |
|2 Company is yet to comply with the section 138 of the Companies Act 2013 i.e. Internal Auditor needs to be appointed to conduct the internal audit of the functions and activities of the company. ||The company is in process of appointment of Internal auditor and will comply with the requirement in the current financial year. |
15. BOARD EVALUATION:
The Board of Directors has carried out an annual evaluation of its own performanceBoard committees and individual directors pursuant to the provisions of the Companies Act2013 and the corporate governance requirements as prescribedby Securities and ExchangeBoard of India ("SEBI") under Regulation 17 to 27 and clauses (b) to (i) ofsub-regulation (2) of regulation 46 and para C D and E of Schedule V of SEBI (ListingObligation and Disclosure Requirement) Regulation 2015.
The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the Board composition and structureeffectiveness of board processes information and functioning etc. The performance of thecommittees was evaluated by the board after seeking inputs from the committee members onthe basis of the criteria such as the composition of committees effectiveness ofcommittee meetings etc.
The Board and the Nomination and Remuneration Committee ("NRC") reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the Board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs 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 the board as a whole and performance of the Chairman wasevaluated taking into account the views of executive directors and non-executivedirectors. The same was discussed in the board meeting that followed the meeting of theIndependent Directors at which the performance of the Board its committees andindividual directors was 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 outstanding balance of the unsecuredloan taken from Mr. Gnanesh Bhagat Managing Director of the company is Rs. 261000/-. Aswell as the company has accepted unsecured loan of Rs. 5000000 from Aryaman EnterprisePvt. Ltd which is exempt from Deposite. Hence the disclosures required as per Rule8(5)(v)&(vi) of the Companies (Accounts) Rules 2014 read with Section 73 to 76 ofthe Companies Act 2013 are not applicable to your Company.
17. 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.
18. 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 |
19. 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 2020-21.
20. 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".
21. 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 "Annexure - IV".
22. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186:
In terms of provisions of Section 134(3)(g) the company has granted Loans guaranteeor made Investment during the year 2020-21. Accordingly the Disclosure as per Section134(3)(g) containing the Particulars of Loans Guarantees or Investments under Section186 is annexed hereto as "Annexure V"and forms part of this Report.
23. 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. 1.02 CrorePer Annum if employed for the whole year.
24. CORPORATE SOCIAL RESPONSIBILITY ICSR)
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.
25. HUMAN RESOURCES DEVELOPMENT:
Your Company treats its "human resources" as one of its most importantassets. Your Company continuously invests in attraction retention and development oftalent on an ongoing basis. A number of programs that provide focused people attention arecurrently underway. Your Company thrust is on the promotion of talent internally throughjob rotation and job enlargement. The Company's Health and Safety Policy commits toprovide a healthy and safe work environment to all employees.
26. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE fPREVENTION. 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 10 or more employees engaged inthe company during the financial year is required to set up an Internal ComplaintsCommittee to look into complaints relating to sexual harassment at work place receivedfrom any women employee.
There were only 5 employees 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.However during the year no complaints were received by the Internal Complaints committeefor sexual harassment from any of the women employees of the company.
27. CHANGE IN NATURE OF THE BUSINESS:
There has been no change in the nature of business of the company during the year underreview.
28. 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.
29. 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.
30. SIGNIFICANT OR MATERIAL EVENT OCCURRED DURING THE FINANCIAL YEAR:
During the current financial year following material events has been occurred:
The Company has taken shareholder approval to sale /dispose off substantial undertakingof the Company.
31. 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.
32. 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 2021 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 2021 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: 02.09.2021 ||FOR REDEX PROTECH LIMITED |
| ||SD/- |
| ||MR. GNANESH BHAGAT |
| ||MANAGING DIRECTOR |
| ||(DIN: 00115076) |