| Dear Members.
The Directors are pleased to present the 30th Annual Report along with
the Company's Audited Financial Statement for the financial year ended
March 31,2015.
FINANCIAL RESULTS
(Rs. In Lacs]
Particulars 2014-15 2013-14
Sales & Other
Income 7,03 6,17
Total
Expenditure 61.30 23.19
Earning before Finance Cost,
Depreciations Tax [54.27] [17.02]
Less: Finance Cost 36.65 4.77
Depreciation & Amortization
Expenses 24.81 19,19
Profit/ (loss] before Tax
and extraordinary items [115.73] [40.98]
Exceptional & Extraordinary
items 2.81 6.58
Profit/ (Loss] before
Tax [118.54] [47.56]
Current
Tax - -
Profit/ (Loss] for the
Year [118.54] [47.56]
8asic & Diluted Earnings Per
Equity Shares of Face
Value of Rs. [2.30] [0.81]
10/- each,
DIVIDEND
The 8oard of Directors of the company has not recommended any dividend
for the financial year 2014-15.
BUSINESS REVIEW
The Company has resumed its manufacturing and trading activities during
the month of December 14,2014of the products mainly used in Hospital
hygiene Sector and other Sectors where hygiene is to be maintained. The
products are disposable new to the users and will take some time to
establish its presence in the market.
REVOCATION OF SUSPENSION OFLISTING ON BSE
Your Directors are pleased to inform that, the suspension of trading of
equity shares of the Company on 8SE Ltd, has been revoked with effect
from April 25,2014.
FIXED DEPOSIT
Outing the financial year 2014-15, your Company has not accepted any
deposit within the meaning of Sections 73 and 74 of the Companies Act;
2013 read together with the Companies (Acceptance of Deposits] Rules,
2014.
MATERIAL CHANGES OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR UNDER
REVIEW AND THE DATE OF THE REPORT
There have been no material changes which affects the financial
position of the Company had taken place during the time period between
end of the financial year under review and the date of the report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis forms an integral part of this
Report, as stipulated under Clause 49 of the Listing Agreement with
Stock Exchange, is set out in the Annexure forming part of Annual
Report marked as Annexure "A".
CORPORATE GOVERNMENTS
Corporate Governance is an ethically driven business process that is
committed to values aimed at enhancing an organizations brand and
reputation. The new Companies Act, 2013 and amended Listing Agreement
have strengthened the governance regime in the country. The Company is
in compliance with the governance requirements provided under the new
law and had proactively adopted many provisions of the new law, ahead
of time. The Company is committed to maintain the highest standards of
corporate governance and adhere to the corporate governance
requirements set out by SEB1. Report on Corporate Governance is forming
part of the Annual Report as Annexure "B".
A separate report on Corporate Governance is provided together with a
Certificate from the Statutory Auditors of the Company regarding
compliance of conditions of Corporate Governance as stipulated under
Clause 49 of the Equity Listing Agreement with the Stock Exchange. A
Certificate of the Chairman and MD of the Company in terms of
sub-clause IX of Clause 49 of Equity Listing Agreement, inter alia,
confirming the correctness of the financial statements and cash flow
statements, adequacy of the internal control measures and reporting of
matters to the Audit Committee, is also annexed.
EXTRACT OF THEANNUAL RETURN
Extract of Annual Return in Form No. MGT 9 is attached pursuant to
Section 134(3) to the Companies Act 2013asAnnexure "C".
BOARD MEETINGS
The details of the number of Board and Committee meetings of the
Company are set out in the Corporate Governance Report which forms part
of this Report.
DIRECTORS RESPONSIBILITY STATEMENT
Your Directors state that:
a) in the preparation of the annual accounts for the year ended March
31, 2015, the applicable accounting standards read with requirements
set out under Schedule 111 to the Act, have been followed and there are
no material departures from the same;
b) the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at March 31,2015 and of the profit of the Company for
the year ended on that date;
c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets 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 have laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and are operating effectively; and
fj the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are
adequate and operating effectively
DISCLOSURE BY INDEPENDENT DIRECTORS
All Independent Directors have given declarations that they meet the
criteria of independence as laid down under section 149[6) of the
Companies Act, 2013 and Clause49 of the Listing Agreement.
DIRECTORS
Mr. Ajay Kasat (D1N-05269584) was appointed as an additional Director
and in accordance with Section 196, 197 and 203 of the Companies Act,
2013 and the Articles of Association of the Company, Mr. Ajay Kasat
(DIN: OS 269584) was thereafter also designated as a Managing Director
of the Company w.e.f. Lath January, 2015 for The term of three years
subject to the approval of Members at the ensuing Annual General
Meeting Smt. Krishna Jajoo (DIN- 02590793) was appointed as Additional
Director of the Company we.f 15ftJanuary, 2015 and is being proposed
for appointment as non-Executive Director of the Company, liable to be
retiring by rotation subject to the approval of members.
Mr. Arpit Bangur (DIN 02600716) retires by rotation at ensuing Annual
General Meeting and being eligible, offer himself for reappoint.
8rief resume of Directors seeking appointment and re-appointment as
stipulated under clause 49 of Listing Agreement, has been provided as
Annexure to the Notice of AGM of the Company.
During the year under review, Mr. Beni Gopal Lahotl has resigned from
the directorship of the Company we.f. 20.01.2015. The Board
appreciates the services and the valuable support rendered by him
during the tenure of his directorship.
KEY MANAGERIAL PERSONNEL
The Key Managerial Personnel (KMP) in the Company as per Section 203 of
the Companies Act, 2013 are as follows:
Mr. AJAY KASAT: Managing Director(DIN: 05269584)
Mr. SACH1NSARM: Company Secretary CPAN:AXWPS3668P) with effect from
June 1,2015.
POLICY DN DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHERDETAHS
The Remuneration Policy of the Company is designed to attract, motivate
and retain manpower in a competitive and international market. The
policy reflects the Company's objectives for good corporate governance
as well as sustained long-term value creation for shareholders. The
Remuneration Policy applies to the Company's senior management,
including its Key Managerial Person and Board of Directors The
Nomination and Remuneration Policy for the members of Board and
Executive Managements available on the Company's website,
www.raajmedisafeindia.com.
EVALUATION DFBOARD. COMMITTEES AND INDIVIDUAL DIRECTORS:
The Company has devised a Policy for performance evaluation of
Independent and other Directors Board as a whole and committees thereof
which include criteria for performance evaluation of the executive and
non executive directors.
The Board of directors have formulated and adopted a policy on
appointment / remuneration of directors including criteria for
determining qualification, positive attributes, independence of the
directors and other matters. This policy also covers the performance
evaluation of all directors, Board, committees and Key Managerial
Personnel. An exclusive meeting of the Independent Director of the
Company has been held on 17th February, 2015 which was attended by all
the Independent Directors. They have reviewed the performance of the
non independent directors and the Board as a whole, performance of the
Chairperson and quality of information to the Board as provided under
Schedule IV of the Companies Act,2013.
The Policy for evaluation of performance of the Board of Directors is
available on the Company's website www.raajmedisafeindia.com.
AUDITDRS AND AIIQ1TDRS' REPORT
M/s. Nitin Vasant Garud & Co., Chartered Accountants, Ujjain, who are
the statutory auditors of the Company, hold office till the conclusion
of the forthcoming AGM and being eligible have consented and offered
them- selves for re-appointment. Pursuant to the provisions of section
139 of the Companies Act, 2013 and the Rules framed there under, it is
proposed to appoint M/s. Nitin Vasant Garud & Co., Chartered
Accountants, Ujjain as statutory auditors of the Company from the
conclusion of the forthcoming AGM till the conclusion of the thirty
fifth AGM to be held in the year 2020, subject to ratification of their
appointment at every AGM.
The Notes on financial statement referred to in the Auditors' Report
are self-explanatory and do not call for any further comments. The
Auditors' Report does not contain any qualification, reservation or
adverse remark.
SECRETERIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act, 2013
read with the Companies (Appointment and Remuneration of Managerial
Personnel] Rules, 2014, the Company has appointed Mr. Manish
Maheshwari, Practicing Company Secretary to conduct the Secretarial
Audit of the Company. The Secretarial Audit Report is annexed here with
to this Report and marked as Annexure "D".
Reply to the emphasis points in the Report is as under:
S. No. Emphasis Points Board's Reply
1. Company has not filed MGT 10 under Due to the uncertainty of
calculation of 2% of Section 93 of Companies Act, 2013 the top 10
shareholders, we are not able to file during the financial year. the
Form MGT 10. The Company was in process of filing MGTIO.
2. Company has not appointed Chief The Company has appointed Company
Financial Officer and Company Secretary on Junel, 2015.
Secretary as per Section 203 of the As regards, appointment of CFO and
Internal Companies Act, 2013. Auditor, The Board submits that the
Company was closed down since 2010 and resumes its
3. Company has not appointed Internal production in the later part of
December 2014. Auditor as per section 138 of the However the Company
is in the process of Companies Act. 2013. appointment of CFO and
Internal Auditor.
4. Company has not published Notice of Due to Non operation of the
Company up to Board Meeting and Financial Results December 2014,
Company has not published as per Clause 41 of the Listing Notice of
Board Meeting and Financial Results Agreement with Stock Exchanges. as
per Clause 41 of the Listing Agreement with Stock Exchanges.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
During the financial year 2014-15, the Company has entered into
transactions with related parties as defined under Section 2(76) of the
Companies Act, 2013 read with Companies (Specification of Definitions
Details) Rules, 2014, which were in the ordinary course of business and
on arms' length basis and in accordance with the provisions of the
Companies Act, 2013, Rules issued there under and Clause 49 of the
Listing Agreement. During the financial year 2014-15, there were no
transactions with related parties which qualify as material
transactions under the Listing Agreement and the Companies Act.
In line with the requirements of the Companies Act, 2013 and Equity
Listing Agreement, the Company has formulated a Policy on Related Party
Transactions which is also available on Company's website at
www.raajmedisafeindia.com. The Policy intends to ensure that proper
reporting; approval and disclosure process are in place for all
transactions between the company and related parties , Therefore the
Company Is not required to furnish any particulars in the Forum AOC -2
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARENTEES GIVEN AND
SECURITIES PROVIDED
Pursuant to section 134 (3) (g) of the companies Act, 2013 particulars
of loans, guarantees or investments provided by the company under
section1B6 of the Act as at end of the Financial Year 2014-2015 are
disclosed in the Notes to the Financial statement attached with the
Board Report.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule
Remuneration of Managerial Personnel) Rules, 2014 in respect of
employees of the company is as follows:
The company has one Managing Director and his remuneration Rs.50000 A
per month w.e.f. 1st January2015.
Further, no sitting fees have been paid to any director during the
year.
The particles of the employees who are covered by the provisions
contained in Rukes 5 (2)and rule 5(3) of companies (Appointment and
Remuneration of Manage ration of Managerial personnel) Rules, 2014 are:
a] Employed throughout the year Nil]
b] Employed for part of the year Nil
The Remuneration paid to all key management personnel was in accordance
with remuneration policy adopted by the company.
CONSERVATION OF ENERGY, TECNOLOGY ABSORPTION AND FORIEN EXCHANGE
EARINGS AND OUTGO
Details of conversion of energy, technology absorption and foreign
exchange earrings and outgo as stipulated under section 134 of
the Companies [Accounts] Rules,2014 is forming part of this report
Annexure "E".
Outing the year there were no foreign earnings as well as outgo.
RISK MANAGEMENT
In line with the regulatory requirements of Section l34[3] of Companies
act, 2013, The company has framed a Risk Management Polity to identify
and access the key business risk areas and to resolve the same risk
for smooth operations. A detailed exercise is being carried out reso1ve
the Same risk for and monitor all business risk sand suggests steps to
taken to controlee and mitigate the same through a properly defined
frame work.
INTERNAL FINANCIAL CONTROL According to section 134 [5] [e] of the
companies Act, 2013 the term internal financial controlee [IFC] means
the policies and procedures adopted by the company for ensuring the
orderly and efficient conduct of its business, including adherence to
companies' policies the safe guarding of its Assets, the preventing
and detection of frauds and error the accuracy and completeness of the
accounting records, and the timely preparation of reliable financial
information.
The company has Adequate system of internal controls to ensure that
all the assets are safeguarded and are productive. Necessary checks and
controls are in place to ensure that transactions are properly
verified, adequately authorized, correctly recorded and properly
reported.
SUBSIDIARIES. JOINT VENTURES AND ASSOCIATES COMPANIES
During the year under review, pursuant to the provisions of section
2(6), 2(87) the Company has no Subsidiaries, joint venture and any
associate Company.
INDUSTRIAL RELATIONS
Relation between the Management and its employees has been cordial.
Your Directors place on record their appreciation of the efficient and
loyal services rendered by the employees of the Company at all levels.
ACKNOWLEDGEMENT
The Directors wish to convey their appreciation for the co-operation
extended by bankers and various Government agencies. The Directors also
wish to thank the Shareholders, Employees, Customers and Suppliers for
their support and co-operation.
By order of the Board.
FOR RAAJ MEDISAFE INDIA LIMITED
Place: Pithampur
Sd/- Sd/-
Date : August 12, 201S AJAY KASAT ARPIT BANGUR
MANAGING DIRECTOR CHAIRMAN
DIN:05269SB4 DIN:02600716 |