REPORT OF THE BOARO OF DIRECTORS Dear Members. Your 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. DIVIDEND The8oard of Directors of the company has not recommended any dividend forthe 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 OF LISTING 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Your Directors are pleased to inform that, the suspension of trading of equity shares of the Company on 8SE Ltd, has been revoked with effect from April 25,2014.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 During 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 GOVERNANCE 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 THE ANNUAL RETURN Extract of Annual Return in Form No. MGT 9 is attached pursuant to Section 134(3) to the Companies Act, 2013 as Annexure "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 f) 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: 05 26 9 5 84) was thereafter also designated as a Managing Director of the Com p any w.e.f. 15th 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 w.e.f 15th January, 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 w.e.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. SACH1N SARDA: Company Secretary(PAN: AXWPS3668 P) with effect from June 1,2015. POLICY DN DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS 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 Management is available on the Company's website, www.raajmedisafeindia.com . EVALUATION DF BOARD. 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 meetingof 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 tothe Board as providedunder 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 AUDITORS' REPDRT 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 themselves for re-appointment. Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules framed thereunder, 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 REPDRT 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 herewith to this Report and marked as Annexure "D". 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 messes are in place for all transactions between the Company and Related Parties. Therefore the Company is not required to furnish any particulars in the Form AOC-2. PARTICULARS OF LOANS GIVEN. INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED Pursuant to 5ection 134(3)(g) of the Companies Act, 2013 particulars of loans, guarantees or investments provided by the Company under Section lB6of the Act as at end of the Financial Year 2014-15 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, 5 of The Companies (Appointment and 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.5,0000/- per month w.e.f. 1st January 2015. Further, no sitting fees have been paid to any director during the year. The particulars of the employees who are covered by the provisions contained in Rule 5(2) and rule 5(3) of Companies (Appointment and Remuneration 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. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO Details of conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under 5ection 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is forming part of this report as Annexure "E". During the year there were no foreign earnings as well as outgo. RISK MANAGEMENT In line with the regulatory requirements of Section 134(3) of Companies Act, 2013, the Company has framed a Risk Management Poliry 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 at regular intervals to identify, evaluate, manage and monitor all business risks. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework. INTERNAL FINANCIAL CONTROL According to Section 134(5) (e) of the Companies Act, 2013 the term Internal Financial Control (IFC) means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, 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. IOINT 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 Sd/-AJAY KASAT MANAGING DIRECTOR DIN:05269SB4 Sd/- ARPIT BANGUR CHAIRMAN DIN:02600716 Place: Pithampur Date : August 12, 2015 |