| The Directors have pleasure in presenting their Twenty Fourth Annual
Report on the business and operations of the Company and the accounts
for the Financial Year ended March 31.2015,
1. Performance of the Company (Standalone)
The Board's Report is prepared based on the stand alone financial
Statements of the company.
(Rs. in lacs)
Particulars 2014-2015 2013-14
Sales 1.88 2.04
Other income 29.40 29.40
Depreciation 4.01 3.80
Other expenses 7.83 3.43
Profit/Loss before Tax 19,45 15 21
Profit/Loss after Tax 14.35 15.03
During the year, company could not achieve reasonable level of growth
in terms of turnover due to slow down market in the field of trading in
fire protection Equipments. business. Company will try to achieve the
performance next year by making more initiative in the activities of
the company.
2. DIVIDEND:
With a view to enlarge the business operations of the Company, the
directors did not recommend any Dividend during the year under review.
3. Directors and key Managerial Personnel:
MRS. ANGANA BHAGAT, Woman Director of the Company retires by rotation
at the forthcoming Annual General Meeting and being eligible, offer
herself for reappointment.
During the year under review, MR. JAYPRAKASH SHARMA &. MR. HIRENBHAI
PATEL have been appointed as an Independent Directors FOR term of Five
years with effect from 30th September, 2014, Further. MRS. ANGANA
BHAGAT has been. appointed as Woman Director with effect from 30th
September, 2014.
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet with the criteria of
independence as prescribed under sub-section 6 of Section 149 of the
Companies Act. 2013 and under clause 149 of the Listing Agreement
which is hereby enclosed as "Annexure I".
Also, MR.VIKRAM BHAGAT had been appointed Managing Director & Chief
Financial Officer (CFO) with effect from 12th August, 2014.
4. Meetings:
During the year Four Board Meetings and Nineteen Audit Committee
Meetings were convened and held. The dates on which the said Nard
meetings were hold:
May 28, 2014, August 12, 2014, November 14, 2014 & February 9, 2015.
The intervening gap between the Meetings was within the period
prescribed under the Companies Act, 2013,
5. Committees:
The company has several committees which have been established as a
part of best corporate governance practices and are in compliance with
the requirements of the relevant provisions of applicable laws and
statues.
The Board has constituted following Committees.
- Audit Committee
- Nomination and Remuneration Committee
- Stakeholder's Relationship Committee
- Share Transfer Committee
The details with respect to the compositions, powers, roles, terms of
reference etc, of relevant committees are given in detail In the
'Report on Corporate Governance' of the Company which forms part of
this Annual Report
6, Extracts of Annual Return
Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of
Section 92 of the Companies Act 2013 read with Rule 12 of the Companies
(Management and Administration) Rules, 2014 the extracts of the Annual
Return as at March 31, 2015 forms part of this report as "Annexure 11".
7. STATUTORY AUDITORS & AUDIT REPORT;
M/S ARVIND A.THAKKAR & CO.,(Firm Registration No, 100571W) Chartered
Accountants have been appointed as statutory auditors of the company at
the Annual General Meeting held on September 30, 2014 to hold office
from the conclusion of Annual General Meeting (AGM) held on September
30, 2014 for a consecutive period of FIVE (5) financial years, subject
to ratification by the shareholders annually. Accordingly, ratification
of appointment of Statutory Auditors is being sought from the members
of the company at the ensuing ACM, In this regard, the Company has
received a certificate from the auditors to the effect that if their
appointment is ratified, it would be In accordance with the provisions
of Section 141 of the Companies Act, 2013.Auditors comments on your
company's accounts for year ended March 11, 2015 are self explanatory
in nature and day not require any explanation as per provisions of
Section 134(3](D of the Companies Act, 2013.
Notes to the accounts referred to in Auditor's report are self
explanatory and therefore do not call for any further comments,
8. Internal Control systems
During the year, the Company continued to implement their suggestions
and recommendations to Improve the control environment. Their scope of
work includes review of processes for Safeguarding the assets uf the
Company, review of operational efficiency, effectiveness of systems and
processes, and assessing the internal control strengths in all areas.
9, 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,
Ahmadabad, as its Secretarial Auditors to conduct the Secretarial Audit
of the company for FY 2014-15. The Report of the Secretarial Auditor
for the FY 2014-15 is annexed to this report as "Annexure III".
Secretarial Auditors have qualified their report to the Members af the
Company & in this connection; the Board of Directors of the Company has
discussed the same at arm's length and agreed the take the corrective
steps on following Qualifications:
1, Company is listed on Ahmadabad Stock Exchange (ASE) but no statutory
compliance are done with the stock Exchange pursuant to Listing
Agreement, Depositories Act and any other compliance as required to be
dune with a Stock Exchange.
2. Company Is yet to comply with Clause 47(a) of Listing Agreement
3. Company is not In compliance with to Section 203 (1) (ii) of
Company's Act, 2013
4. Company Is yet to comply with the section 138 of the Companies Act,
2013 i.e. Internal Auditor needs to be appointed Co conduct the
internal audit of the functions and activities if the company.
Secretarial Auditor report [MR-3) is self explanatory and therefore do
not call for any further comments.
10. BOARD EVALUATION:
Board of directors of the Company evaluated performance of independent
directors as well as board as whole, On the basis of criteria laid down
by the Nomination and Remuneration Committee am it was framed that
overall performance and contribution of directors of the Company are
satisfactorily and they are making their best efforts for the
advancement of the Company
11. Fixed Deposits
Your company has. not accepted any fixed deposits from the public
within the provisions of Section 73 to 76 of the Companies Act, 2013.
Hence, the disclosures required as per Rule B (5) (v) & (vi) of the
Companies [Accounts] Rules, 2014, read with Section 73 to 76 of the
Companies Act, 2013 are not applicable to your Company.
12. Corporate Governance
The Company believes that good Corporate Governance is a continuous
process and it is our continuous endeavor to achieve good governance,
by way of a conscious and conscientious effort whereby ensuring the
truth, transparency, accountability and responsibility in all our
dealings with all our stakeholders,
A separate section on Corporate Governance Standards followed by your
company, as stipulated under Clause 49 of the Listing Agreement is
enclosed as Annexure to this Report. The Report on Corporate Governance
also contains certain disclosures required under Companies Art, 2013,
A certificate from M/s. ARVIND A, THAKKAH &. CO., Chartered
Accountants, conforming compliance to the conditions of Corporate
Governance as stipulated under Clause 43 of the Listing Agreement is
annexed to this Report
13. Vigil Mechanism
In pursuant to the provisions of section 177(9] & (10] of the Companies
Act. 2013, a Vigil Mechanism for directors and employees to report
genuine concerns has been established. The Vigil Mechanism Policy has
been uploaded on the website of the Company at www.redexprotech.com
under investors/others/Whistle blower Policy link.
14. Energy. Technology
Conservation of energy
(i) the steps taken or impart on conservation of N.A
energy
(ii) the steps taken by the company for utilizing N.A
alternate sources of energy
(iii) the capital investment on energy conservation N.A
equipment's
(b) Technology absorption
(I) the efforts made towards technology absorption N.A
(ii) the benefits derived like product improvement N.A
cost reduction, product develop mentor import
substitution
[iii] in case of imparted technology (imported
during N.A
the last three years reckoned from the
beginning of the financial year.
(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 N.A
has not taken place, and the reasons thereof
(iv) the expenditure incurred on Research and N.A
Development
15. Foreign Exchange Earnings / OUTGO:-
As the Company has not carried out arty activities relating to the
export and import during the financial year. There Is no foreign
exchange expenses and foreign income during the financial year.
16. NOMINATION AND BFMIIKEBATION PDL1CV
The Board has on the recommendation of Nomination and Remuneration /
Compensation Committee framed a policy on directors' appointment and
remuneration of Directors including criteria for determining
qualification, positive attributes, independence of directors and
remuneration for Directors, Key Managerial Personnel and other
employees. The policy is annexed to this report as "Annexure IV".
17. Particulars, of Contracts or Arrangements with Related Parties
All related party transactions that were entered during the financial
year were in ordinary course of the business of The company and were on
arm's length basis. There were no materially significant related party
transactions entered by the Company with Promoters, Directors, Key
Managerial Personnel or other persons which may have a potential
conflict with the interest of the company.
All such Related party Transactions are placed before the Audit
Committee for approval
The policy on materiality of Related Party Transactions and also on
dealing with Related Party Transaction is as approved by the Audit
Committee and the Board of Directors is has been uploaded on the
website of the Company at www.redeKprotech.com under investors/others/
Related Party Transaction Policy link.
The particulars of every contract or arrangements entered into by the
Company with related parties referred to in sub-section (I) of section
108 of the Companies Act, 2013 is disclosed in Form No. AOC-Z In
"Annexure V.
18. Particulars of Loans. Guarantees or Investments under Section 186
In terms of provisions of Section 134 (3)(g), the Particulars of Loans.
Guarantees or Investments under Section 136, is annexed hereto as
Annexure vi and farms part of this Report
19, PARTICULARS OF EMPLOYERS REMUNERATION:
A. The ratio of the rennin titration of each director to the median
employee's remuneration and other details in terms of sub-section 12 of
Section 197, of the Companies Act 2013 read with Rule 5(1] of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules.
2014, are farming, part of this report as "Admixture 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 and Remuneration of Managerial Personnel) Rules.
2014 is not provided as no employees is paid remuneration of Rs, 5 Lac
Per month if employed for part of the year and Rs. 60 Lacs Per Annum if
employed far the whole year,
20. Human Resources
Your Company treats its "human resources" as one of Its most important
assets.
Your Company continuously invest in attraction, retention and
development of talent on an ongoing basis. A number of programs that
provide focused people attention are currently underway. Your Company
thrust is on the promotion of talent internally through job
rotation. and job en large merit.
21. OBLIGATION OF COMPANY UNDER THE SEXUAL. HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION. PROHIBITION AND REDRKSSAL) ACT. 2013:
1. Disclosure under Section 22 of the Sexual Harassment Of Women At
Workplace (Prevention, Prohibition and Redressal Act, 2013:
Section 22 of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act 2013 is not applicable to the Company as
there is no woman at the workplace of the Company.
Under the said Art every company is required to set up an Internal
Complaints Committee to look into complaints relating to sexual
harassment at work place of any women employee,
Company has adopted a policy for prevention of Sexual Harassment of
Women at Workplace and has set up Committee for implementation of said
policy. During the year Company has not received any complaint of
harassment
22. CHANGE IN NATURE OF THE BUSINESS
There has been no change In the nature of business of the company
during the year under review.
23. MANAGEMENT DISCUSSION AND ANALYSIS;
As per Clause 49 of listing agreement with the Stock Exchanges, a
separate section on Management Discussion and Analysis outlining the
business of the Company is set out In Annexure forming part of this
report,
24. SEGWTFICANT OR MATERIAL ORDERS AGAINST COMPANY:
No significant and material orders were passed by the regulators or
courts or tribunals Impacting the going concern status and Company's
operation in future.
25. Directors Responsibility statement;
Pursuant to requirement under 134(3)[c] of the Companies Act, 2013
[Act), Directors, can firm that;
(a) in the preparation of the annual accounts for the year ended on
31st March, 2015, the applicable accounting standards read with
requirement set our under Schedule Ell 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 had prepared the annual accounts on a going concern
basis:
[e)the Directors, had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and are operating effectively and
(f) The Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are
adequate and operating effectively.
26. Acknowledgement
Your Directors wish to place on record their gratitude and sincere
appreciation for the assistance and co-operation received from the
financial institutions, banks, Government authorities, customers,
vendors and members during the year under review.
Your Directors would 'like to express a profound sense of appreciation
for the commitment shown by the employees in supporting the Company
its continued robust performance on all fronts.
Place: AHMEDABAD BY ORDER OF THE BOARD OF DIRECTORS.
Date: 12/08/2015 FOR,REDEX PROTECH LIMITED
MR.VIKRAM BHAGAT
Mg, Director
(DIN:00114739] |