To the Members, Your Directors have pleasure in presenting the Annual Report along with
Audited Financial Statements for the year ended 31st March, 2018.
1. FINANCIAL RESULTS:
(Rs . in Lakhs)
|
2017-18 |
2016-17 |
| Net Sales/ Income from Operations |
483.44 |
293.25 |
| Operating Profit (Loss) before interest and Depreciation (PBIDTA) |
7.54 |
2.17 |
| Finance costs |
-14.91 |
-21.82 |
| Depreciation |
-18.47 |
-18.62 |
| Net Profit/ (Loss) after tax |
-25.84 |
-38.27 |
| Deficit Brought Forward From Previous Year |
-786.19 |
-722.08 |
| Less: Other Reserves |
15.00 |
15.00 |
| Balance carried to Balance Sheet |
-771.19 |
-760.36 |
2. OPERATIONS: The total sales of the Company for the financial year ended on
31st March, 2018 were Rs. 483.44 Lakhs as against Rs. 293.25 Lakhs during the last
financial year ended on 31st March, 2017. Similarly the net Profit/lossafter tax was Rs.
(25.84 Lakhs) and Rs.(38.27 Lakhs) Loss in the previous year.
3. DIVIDEND: In view of the current year loss and earned forward losses the
Directors regret their inability to recommend any dividend to the Equity Shareholders of
the Company for the year under review.
Considering the all relevant and related factors, it is felt by the management that
operation and activities be earned by outsourcing the same which is more economical
compare to in-house of the said activities which is proved for the financial year under
review.
4. EVENT SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS: No major event has
occurred subsequent to the date of Financial Statements.
5. CHANGE IN THE NATURE OF BUSINESS IF ANY: There is no change in the nature of
Business during the year under thereview.
6. VIGIL MECHANISM / WHISTLE BLOWER POLICY: The Company has framed a Whistle
Blower Policy to deal with instances offraud and mismanagement, if any. The details of the
Policy are given in the Corporate Governance Report and the Policy is posted on the
Companys website.
7. Reports on Corporate Governance and management Discussion and Analysis Report
Report on Corporate Governance and Management Discussion andAnalysis Report SEBI has
vide itsCircular (Ref No. CIR/CFD/POLICY CELL/7/2014 dated 15th September 2014) amongst
others, made the compliance with the provisions of amended Clause 49 of the Listing,
Agreement, non-mandatory for time being, to those companies having paid-up equity share
capital not exceeding Rs 10 Crore and Net Worth not exceeding Rs 25 Crore as on the last
day of the financial year.
Considering that the Companys paid-up equity capital was Rs.5.50 Crore and the Net
Worthwas negative as on 31st March 2018, compliance with the provisions of revised Clause
49 of the Listing Agreementwas not mandatory to the Company. Pursuant to the Regulation
15(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Compliance with the corporate governance provisions
as specified in regulations 17 to 27 and 46 (2) and para C, D and E of Schedule V are
notap-plicable to the Company since its paid up share capital does not exceed Rupees 10
Crore and the Net Worth does notexceed Rupees 25 Crore as on the last day of financial
year i.e. 31st March 2018.
Accordingly, for the year under review, the reports stating compliance with the Code of
Corporate Governance and the Management Discussion and Analysis have not been annexed to
this Report.
8. EXTRACT OF ANNUAL RETURN: ,
Extract of the Annual Return as provided under Section 92(3) of the Companies Act, 2013
in Form MGT-9 is annexed herewith as AN-NEXURE-4 to this Report.
9. NUMBER OF BOARD MEETING: The Board of Directors met4 (four) times inthe year,
10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS: Details of Loans, Guarantees and
Investments covered under the provisions of Section 186 of the Companies Act, 2013 are
given in the notesto the Financial Statements.
11. RELATED PARTYTRANSACTIONS: No transactions that were entered with related
partyduring the year under review.There are no materially significant related party
transactions made by the Company with Promoters, Directors, Key Managerial Personnel or
other related parties which may have a potential conflict with the interest of the Company
at large. All related party transactions for the year are placed before the Audit
Committee as well as before the Board for approval. The transactions entered into with
related parties are reviewed on a quarterly basis by the Audit Committee. The policy on
Related Party Transactions as approved by the Audit Committee and Board is uploaded on the
Companys website at the link http://www. rajeshsolvex.com/Communications.html. The detail
of the transactionswith Related Parties to be provided in FORM AOC-2 is annexed herewith
as ANNEXURE-fl.
12. RISK MANAGEMENT: In line with the regulatory requirements, the Company has
framed a Risk Management Policy to identify and access the key business risk areas and a
risk mitigation process. 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.
13. SIGNIFICANT AND MATERIAL ORDERS PASSEDBY THE REGULATORS OR COURTS: There are no
significant and material orders passed by the Regulators / Courts which would impact the
going concern status of the Company and its future operations.
14. INTERNAL CONTROL SYSTEM: Your 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. The Internal Auditors of the Company
conducts Audit of various departments to ensure that internal controls are in place and
submits for each quarter reports to the Audit Committee. The Audit Committee regularly
reviews these Reports and when needed takes corrective actions.
15. HUMAN RESOURCES: Your Company treats its human resources as its important asset
and believes in its contribution to the all round growth of your Company. Your Company
takes steps, from time to time, to upgrade and enhance the quality of this asset and
strives to maintain it in agile and responsive form. Your Company is an equal opportunity
employer and practices fair employment policies. Your Company is confident that its Human
Capital will effectively contribute to the long term value enhancement of the
organization.
Your Directors further state that during the year under review, there were no cases
filed pursuant to the Sexual Harassment of Womenat Workplace (Prevention, Prohibition and
Redressal)Act, 2013.
16. PARTICULARSOF JOINT VENTURES ORASSOCIATECOMPANY: The Company does not have any
Joint Venture with any personor an associate Company as defined under Section 2(6) of the
Companies Act, 2013 (theAct)
17. FIXED DEPOSITS: During the year under review, your Company has not accepted any
fixed deposits and there were no unclaimed deposits or interest thereon as on 31st
March, 2018.
18. DIRECTORS:
DIRECTORS: In accordance witfithe provisions of the CompaniesAct, 2013 and
theArticles ofAssociation of the Company, Mr.Vinayak • M Kini and Mr. Sandeep
Jain, Directors of the Company, will retire by rotation at the ensuing Annual General
Meeting and is eligible for re-appointment.
Declaration from Independent Directors: As per the provisions of Companies Act,
2013, the independent directors of the Company to be appointed by the members for a term
upto five years, and no independent director shall be liable to retire by rotation.
Criteria for appointment of Independent Directors: The Independent Directors shall
be of high integrity with relevant expertise and experience with Directors having
expertise in the fields of manufacturing, marketing, finance, law, governance and general
management, so as to have a diverse Board. . .
Remuneration Policy: The Company follows a policy on remuneration of Directors and
Senior Management Employees, are considered based on industry norms and appointee
qualification and experience.
19. DIRECTORSRESPONSIBILITY STATEMENT:
As stipulated under Section 134(3)(c) of the Companies Act, 2013, your Directors
confirm as under: -
i) that in the preparation of the accounts for the financial year ended 31st March
2018, the applicable accounting standards have been followed along with proper
explanation relating to material departures;
ii) that the Directors have selected such accounting policies and applied them
consistently and made judgments and estimates that were reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the profit of the Company for the year under review;
iii) that the Directors have taken proper and-sufficient care for maintenance of
adequate accounting records in accordance with the provisions of the CompaniesAct, 2013
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
iv) that the Directors have prepared the accounts for the financial year on going
concern basis.
v) the Directors have laid down internal-financial controls, which are adequate and
were operating effectively.
vi) the Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
20. ANNUAL EVALUATION: The performance of Board of Directors and the Committees
constituted by the Board and the Individual Directors has been evaluated during the
Financial Year ended 31s* March, 2018.
21. PARTICULARS OF EMPLOYEES: None of the employees of the Company is in receipt of
remuneration exceeding the limits prescribed under Section 197(12) of the Companies Act,
2013 read with Rule 5(2) and 5(3) of The Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.
Disclosures pertaining to remuneration and other details as required under Section
197(12) of the Act read with Rule 5(1) of the Companies(Appointment and Remuneration of
Managerial Personnel Rules, 2014 are provided as per ANNEXURE -III.
22. CONSERVATION OF ENERGY,TECHNOLOGYABSORPTIONAND FOREIGN EXCHANGE EARNINGSAND OUTGO:
The Information pursuantto Section 134(3Xm) of the Companies Act, 2013 read with Rule 8
of The Companies (Accounts) Rules, 2014, is given in ANNEXURE -IV to this report.
23. AUDITORS:
i) Statutory Auditors: Ws SKKifcra AndQxrpany Chartered Accountants Surat, Retire at
the conclusion of thefctfhoorningAmualGeneral Meeting. TheCkxnpariy has received a
letterfromthemtothe effect t^ Section 139ofthe CompaniesAct, 2013.Your Directors leoammend
theirre-appointment
ii) SecretarialAuditors: Accordingto the provision of section 204 of the Companies Act,
2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Secretarial Audit Report submitted by Company Secretary n i
Practice is enclosed in FORM MR-3 as a part of this reportANNEXURE-V.
iii) Cost Auditors: CostAudit is not applicable to the Company.
24. PURCHASE OF SHARES OF THE COMPANY: The Company does not give any loan, guarantee or
security, or any financial assistance o t the employees of the Company for the purpose of
purchase or subscription for any shares of the Company or its holding Company pursuant to
Section 67(2) of the Companies Act, 2013.
25. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE: The provisionsof Section 135 of the
Companies Act, 2013 are not presently applicable to the Company.
26. ISSUE OF SHARES WITH DIFFERENTIAL VOTING RIGHTS: The Company has not issued any
shares with differential Voting Rights pursuant to the provisions of Rule 4 of the
Companies (Share Capital and Debenture) Rules, 2014.
27. ISSUE OF SWEAT EQUITY SHARES: During the year under review,the Company has not
issued any sweat equity shares to any ofits employees, pursuantto the provisions of Rule 8
of the Companies (Share Capital and Debenture) Rules, 2014.
28. EMPLOYEE STOCK OPTION: The Company does not have any Employee Stock Option Scheme
for its employees.
29. APPRECIATION: Your Company is grateful for the continued co-operation and
supportextended to it by the Government and Semi-Gov-ernmentAuthorities, Shareholders,
Financial Institutions and Banks.Your Directors also express their warmappreciation for
the dedicated and sincere services rendered by the-Employees of the Company.
30 COMPANYS EQUITY SHARES DE-LISTED
Leading stockexchange BSE delisted equity shares of yourcompanyw e f 04.07.2018 as
trading inthe shares has remained suspended since December 2001
Under the compulsorydelisting regulations, the delisted company,itswhole-time
directors, promotersand group firm have been debarred from accessing the securities market
for 10 years from the date of compulsorydelisting.
Further, your company has been moved to the dissemination board, of the exchange for
five years as advised by the markets regulator Securities and Exchange Board of India. .
|
For and on behalf of the Board of Directors |
|
For RAJESH SOLVEX LIMITED/ |
| Place :Mumbai |
SPJain |
| Dated : 14.08.2018 |
Chairma n |
|
Din 00391000 |
+91-9892691696
