Raaj Medisafe India Ltd Directors Report.

To ,

The Members of Raaj Medisafe India Ltd.

Your Directors are pleased to present the 35th Annual Report along with the Companys Audited Financial Statement for the financial year ended March 31, 2020.

FINANCIAL RESULTS

(Rs. in Thousands)

Particulars 2019-20 2018-19
Sales & Other Income 59190.99 48015.79
Total Expenditure 60259.72 55853.80
Earning before Finance Cost, Depreciation & Tax (1068.73) (7838.01)
Less: Finance Cost 9463.70 7451.75
Depreciation & Amortization Expenses 3172.19 3083.21
Profit/ (loss) before Tax and extraordinary items (13704.62) (18372.97)
Add: Exceptional & Extraordinary items 59.07 2451.67
Profit / (Loss) before Tax (13645.55) (15921.30)
Current Tax 0 0
Profit/ (Loss) for the Year (13645.55) (15921.30)
Basic & Diluted Earnings (in Rs.) Per Equity Shares of Face Value of Rs. 10/- each. (2.74) (3.15)

2. COVID-19

Due to COVID-19 situation, there have been several restrictions imposed by the Governments across the globe on the travel, goods movement and transportation considering public health and safety measures, which had some impact on the Company supply chain during March, 2020. The company is closely monitoring the impact of the pandemic on all aspects of its business, including how it will impact its customers, employees, vendors and business partners. The management has exercised due care, in concluding on significant accounting judgements and estimates, inter-alia, recoverability of receivables, inventory, based on the information available to date, both internal and external, while preparing the financial results as of and for the year ended 31.03.2020

3. DIVIDEND

The Board of Directors expresses its inability to recommend dividend due to losses for the year 2019-20.

4. BUSINESS REVIEW

During the year, your Company has registered sales and other income of Rs.59190.99as compared to Rs.48015.79during previous year. (Rupees in thousands)

5. MATERIAL CHANGES, COMMITMENTS AND CHANGE IN THE NATURE OF BUSINESS

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this report.

6. TRANSFER TO RESERVES:

The Company has not transferred any amount to General Reserves due to loss for the year under review.

7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis forms an integral part of this Report, as stipulated under Regulation 34(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 entered with the Stock Exchange, is set out in the Annexure forming part of Annual Report marked as Annexure - "A".

8. 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 as amended to date and amended Listing Regulations 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 SEBI. 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 confirming compliance with conditions of Corporate Governance as stipulated under Regulation 34 read with Schedule V of the Listing Regulations, is annexed to the Annual Report.

A Certificate of the Chairman and MD of the Company in terms of Regulation 17(8) read with Part B of Schedule II of the Listing Regulations, inter alia, confirming the correctness of the financial statements and cash flow statements, stating that members of Board of Directors and Senior Management have affirmed compliance with the Companys Code of Conduct and adequacy of the internal control measures and reporting of matters to the Audit Committee.

9. INFORMATION PURSUANT TO SECTION 134 OF THE COMPANIES ACT, 2013

a) CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES- During the financial year 2019-20, 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, and Regulation 23 of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015. During the financial year 2019-20, there were no transactions with related parties which qualify as material transactions under the SEBI (Listing obligation and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013.

The transactions entered into with the related parties during the year under review have been stated in note No. 35 of the financial statements for the year ended on March 31,2020.

In line with the requirements of the Companies Act, 2013 and SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a Policy on Related Party Transactions which is also available on Companys website at www.raajmedisafeindia.com. The Policy intends to ensure that proper reporting; approval and disclosure processes 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.

b) EXTRACT OF THE ANNUAL RETURN- The Extract of Annual Return as on March 31, 2020 in the prescribed Form No. MGT-9, pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12 (1) of the Companies (Management and Administration) Rules, 2014 is attached herewith as "Annexure C" and forms part of this Report.

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.

d) DISCLOSURE BY INDEPENDENT DIRECTORS - Your Company has received annual declarations from all the Independent Directors of the Company confirming that they meet with the criteria of Independence provided in

Section 149(6) of the Companies Act, 2013 and Regulations 16(1) (b) & 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there has been no change in the circumstances which may affect their status as Independent Director during the year.

The Independent Directors met on February 11,2020 without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole; the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

e) POLICY ON 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 Companys objectives for good corporate governance as well as sustained longterm value creation for shareholders. The Remuneration Policy applies to the Companys 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 Companys website www.raajmedisafeindia.com

f) QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS BY THE AUDITORS - 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, adverse remark or disclaimer.

g) PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES 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 Section 186 of the Act as at end of the Financial Year 2019-20 are disclosed in the Notes to the Financial Statement attached with the Board Report.

h) 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 Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is forming part of this report as Annexure - "D".

i) RISK MANAGEMENT- In line with the regulatory requirements of Section 134(3) of Companies Act, 2013, the Company has framed a Risk Management Policy 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.

j. CORPORATE SOCIAL RESPONSIBILITY- The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.

k. AUDIT COMMITTEE- In terms of provisions of Section 177 of the Companies Act, 2013 read with Rule 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules, 2013 the Company has constituted Audit Committee.

l. FIXED DEPOSIT - During the financial year 2019-20, 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.

m. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS, TRIBUNALS - No

significant and material orders have been passed by the regulators, courts, tribunals impacting the going concern status and Companys operations in future.

n. PARTICULARS OF EMPLOYEES In terms of the provisions of the Companies Act, 2013 read with Rules 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the remuneration of Managerial personnel is set out in the Annexure "E" which forms part of this report.

o. Income Tax - A survey u/s 133A was conducted on 27.07.2017 at the premises of company. During the survey

proceedings, no incriminating document or material was found by the Income Tax Department. The IT Department has not issued any notice till date for initiating any proceedings against the company pursuant to the survey action. However, On the basis of enquiries made by DDIT (lnv)-ll,Indore a notice was issued U/s 148 of IT Act for AY 201213 on to the company which was replied by the company by submission of revised lT return for the concerned year U/s 139{1) of the lT Act. Thereafter an assessment cum demand order U/s 147 was issued by ACIT, Income Tax, central, ujjain for AY 2012-13 on 27.12.19 making addition of Rs. 2,39,04.519 Thousands to the Total income. The income escaping assessment was done u/s 148 for AY 12-13 by considering the Enquiries done during the course of survey and the addition being made to the total income of the company by considering income u/s 68 (Cash Credit) of unsecured loan taken by the company from Navyug Vyapaar Pvt Ltd. based on the various facts recorded in the order. The said order was appealed against with CIT (A), Bhopal and the appeal decision came in favour of the company in the month of Mar-20 by dropping the captioned demands. Till Date, no notice of appeal with higher authority from the department on this issue has been received by the company.

Please refer Note No. 38 (a) of Notes to the Financial Statements for the year ended March 31,2020.

P. Pursuant to section 143 (12) of the Companies Act, 2013, the auditors have not reported any fraud committed by the Company during the year under review.

9. MERGER/AMALGAMATION

The Company has submitted its application to National Company Law Tribunal (NCLT) bench at Ahmedabad seeking approval for the scheme of merger of Padma Polytex India Private Limited with Raaj Medisafe India Limited. The application is under consideration of NCLT and the order is awaited.

Complete details of the Scheme are available on Companys Website www.raajmedisafeindia.com

10. COMPLIANCE OF SECRETARIAL STANDARD

The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government as required under Section 118 (10) of the Companies Act, 2013.

11. DIRECTORS RESPONSIBILITY STATEMENT

Your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31, 2020, the applicable accounting standards read with requirements set out under Schedule III 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 31,2020 and of the loss 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;

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.

12. DIRECTORS

Smt. Krishn Jajoo(DIN:02590793) retires by rotation at ensuing Annual General Meeting and being eligible, offers her self for reappointment.

The Board Recommends re-appointment of the aforesaid Directors in the ensuing Annual General Meeting.

Brief resume of Director seeking re-appointment as stipulated under Regulation 36(3) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 has been provided as Annexure to the Notice of AGM of the Company.

13. 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. SACHIN SARDA: Company Secretary (PAN:AXWPS3668P)

Mrs. ANKITA JAIN: Chief Financial Officer (PAN: ALJPJ7535K)

14. EVALUATION OF 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 nonexecutive directors.

In accordance with the provisions of Schedule IV of the Companies Act 2013, a separate meeting of the Independent Directors was held on February 11,2020 without the attendance of Non-Independent Directors and Members of the Management. The Committee has reviewed the performance and effectiveness of the Board in this meeting as a whole for the Financial Year 2019-20.

The Policy for evaluation of performance of the Board of Directors is available on the Companys website www.raajmedisafeindia.com

15. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is committed to provide the healthy environment to all its employees, the company has in place a Prevention of the Sexual Harassment Policy and an Internal complaints committee as per the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, The policy aims at educating employees on conduct that constitute sexual harassment, ways and means to prevent occurrence of any such incident, and the mechanism for dealing with such incident, in the unlikely event of its occurrence. The Company has zero tolerance on Sexual Harassment at workplace. During the year under review, no complaints were received against the sexual harassment at workplace.

16. VIGIL MECHANISM

The Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177 (10) of the Companies Act, 2013. The policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. More details on the vigil mechanism and the Whistle Blower Policy of the Company have been outlined in the Corporate Governance Report which forms part of this report.

17. AUDITORS

The office of 2015 M/s. Nitin Vasant Garud & Co., Chartered Accountants (Firm Registration No. 014133C) shall be vacated on the conclusion of ensuing Annual General Meeting on completion of 2 terms as Statutory Auditors.

The Board proposes to appoint M/s. V.K. Ladha & Associates (Firm Regn. No. 002301C), Chartered Accountants, Ujjain as statutory auditors to hold office from the conclusion of ensuing 35th Annual General Meeting to the Conclusion of 40th Annual General Meeting to be held in the Calendar year 2025.

The Company has received a certificate from M/s. V.K. Ladha & Associates (Firm Regn. No. 002301C), Chartered Accountants, Ujjain, that they meet the eligibility criteria as defined in Section 141 of the Companies Act, 2013 and rule framed thereunder and they have confirmed that they are not disqualified from being appointed as statutory auditors of the Company.

18. 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 herewith to this Report and marked as Annexure - "F".

19. NON DISQUALIFICATION OF DIRECTORS

In terms of the declarations received from the Directors of the Company under section 164 of the Companies Act, 2013, none of the Directors is disqualified to be appointed/re-appointed.

A certificate issued by Mr. Manish Maheshwari, Practicing Company Secretary, pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed hereto and marked as Annexure-"G".

20. 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 companys 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.

21. SUSBSIDIARIES, JOINT VENTURES AND ASSOCIATES COMPANIES

During the year under review, pursuant to the provisions of section 2(6), 2(87)of the Companies Act, 2013, the

Company has no Subsidiaries, joint venture and associate Company.

22. 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.

For and on behalf of the Board RAAJ MEDISAFE INDIA LIMITED

Sd/- Sd/-
Place: Ujjain AJAY KASAT ARPIT BANGUR
Date: August 21, 2020 MANAGING DIRECTOR CHAIRMAN
DIN: 05269584 DIN:02600716