Dear Members,
Your Board of Directors are pleased to present the Companies 31st Annual
Report and the Companys Audited Annual Financial Statements for the financial year ended
March 31,2023.
1. FINANCIAL HIGHLIGHTS- AT A GLANCE
Overall Performance of your Company
The Financial Year 2022-23 had not been fortunate enough for the Company as your
Company has shown a conventional performance during the year under review. The net Loss of
your Company had gone up from Rs. (820560) in the Financial Year 2021-2022 to Rs.
(1709430) in the Financial Year 2022-23.
|
|
Amount (In "000" |
PARTICULARS |
Standalone |
|
2022-23 |
2021-22 |
Income from Business Operations |
0 |
0 |
Other Income |
206.32 |
0 |
Total Income |
206.32 |
0 |
Less: Expenditure except Depreciation |
1861.13 |
768.84 |
Profit/Loss before Depreciation and Tax |
(1654.81) |
(768.84) |
Less: Depreciation |
54.62 |
51.72 |
Profit/Loss before Tax |
(1709.43) |
(820.56) |
Less: Tax Expense |
0 |
0 |
Add: Deferred Tax Asset |
0 |
0 |
Add: MAT Credit Entitlement |
0 |
0 |
Less: Prior Period Taxes |
0 |
0 |
Net Profit/Loss after tax |
(1709.43) |
(820.56) |
Add: Other Comprehensive Income |
0 |
0 |
Net Profit/Loss for the period |
(1709.43) |
(820.56) |
Earnings per share: |
|
|
Basic |
(0.400) |
(0.192) |
Diluted |
(0.400) |
(0.192) |
2. RESULTS OF OPERATIONS & STATE OF COMPANYS AFFAIRS UNDER SECTION 134(3)(i) OF
THE COMPANIES ACT, 2013
During the year under review, the revenue from operations improved in comparison to
last financial year on standalone basis. Earning Before Tax (EBT) & Earning After Tax
(PAT) for the period is Rs. (1709430) as compared to Rs.(820560) of last
fiscal. EPS stood at Rs (0.400) as compared to Rs.(0.192) of last financial
year.
3. INDIAN ACCOUNTING STANDARDS
As per the requirements of notification dated 16th February, 2015 issued by
the Ministry of Corporate Affairs (MCA), Standalone Financial Statements of the Company
for the Financial Year 2022-23 have been prepared as per IND-AS.
4. TRANSFER TO RESERVE UNDER SECTION 134(3)(j) OF THE COMPANIES ACT, 2013
The Board of Directors of the Company have not transferred any amount to the Reserves
for the year under review.
5. DIVIDEND UNDER SECTION 134(3)(k) OF THE COMPANIES ACT, 2013
Your company has reported losses for the year under review; hence the Board of
Directors of the Company has not recommended any Dividend on Equity Shares for the year
under review.
6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
Since there was no unpaid/unclaimed Dividend declared or paid by the Company, the
provisions of Section 125 of the Companies Act, 2013 do not apply.
7. SHARE CAPITAL
During the year under report, there was no change in the Authorized and Paid-up Share
Capital of the Company. As at 31st March, 2023 the Authorized Share Capital of the Company
was Rs.5,00,00,000/- consisting of 50,00,000 Equity Share of Rs.10/- each. The Paid-up
Share Capital of the Company as on 31st March, 2023 was Rs.4,27,35,000/-
consisting of 42,73,500 Equity Share of Rs. 10/- each and during the year under report,
your Company has not issued any shares under any employee stock option schemes, sweat
equity shares or any equity shares with differential rights, as to dividend, voting or
otherwise. Further, the Company has not bought back its own securities, during the year
under report.
8. PUBLIC DEPOSITS
During the year under review, your Company has not accepted/renewed any public deposits
under Section 73 of the Act read with Companies (Acceptance of Deposits) Rules, 2014 and
as such, there were no unclaimed deposits at the end of Financial Year i.e. 31st March,
2023.
9. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
During the financial year ended 2022-23 the Company has no subsidiary companys within
the meaning of Section 2(87) of the Companies Act, 2013 ("Act") and there are no
associates or joint venture companies within the meaning of Section 2(6) of the Companies
Act, 2013 ("Act"). Pursuant to the provisions of Section 129(3) of the Act, a
statement containing the salient features of financial statements of the Companys
subsidiary is mentioned in Form AOC-1 is not applicable.
10. REVISION OF FINANCIAL STATEMENT
There was no revision of the financial statements for the year under review.
11. ANNUAL RETURN UNDER SECTION 134(3)(a) OF THE COMPANIES ACT, 2013
As required under Section 134(3)(a) of the Act, the Annual Return for the financial
year ended on 31st March 2023 in Form MGT-7 pursuant to section 92(3) of the Companies
Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014 is
put on the Companys website and can be accessed at
https://www.raymedlab.com/investor-desk/annual-return/
12. MANAGEMENT DISCUSSION & ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review, as stipulated
under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, is presented in a separate section of this Board Report.
13. CHANGE IN DIRECTORS /KEY MANAGERIAL PERSONNEL DURING THE YEAR
The details about the changes in the Board of Directors or Key Managerial Personnel by
way of Appointment, Re-appointment, Re-designation, Resignation, Death, Dis-qualification,
variation made or withdrawn etc. are as follows:
Sl. No. |
Name |
Designation |
Appointment |
Cessation |
1. |
Mr. Ajai Goyal |
Chief Financial Officer |
08.08.2022 |
- |
2. |
Ms. Priyanka Sisodia |
Company Secretary & Compliance officer |
22.03.2022 |
28.04.2023 |
3. |
Ms. Shreya Dave |
Company Secretary & Compliance officer |
03.05.2023 |
- |
Further during the year under review, no other changes took place in the composition of
the Board of Directors of the Company. The composition of the Board of Directors of the
Company is in compliance with the applicable norms.
Opinion of the Board with regard to integrity, expertise and experience (including the
proficiency) of the independent directors appointed during the year
No Independent Directors have been appointed on the Board of Directors during the
financial year 2022-23.
Retirement by Rotation
Pursuant to Section 149(13) of the Companies Act, 2013, the independent directors are
not liable to retire by rotation. Further Section 152(6) of the Companies Act, 2013
stipulates that 2/3rd of the total number of directors of the public company should be
liable to retire by rotation and out of such directors, 1/3rd should retire by rotation at
every Annual General Meeting of the company. To meet the requirement of provisions of
Section 152(6) of the Companies Act, 2013.
Mrs. Nisha Goyal (DIN:02710946), Director, will be retiring by rotation at this
Annual General Meeting and being eligible, offers herself for re-appointment. The Board
recommends her re-appointment to the Members of the Company at this Annual General
Meeting.
14. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6) OF
COMPANIES ACT, 2013
All Independent Directors have given declarations under section 149(7) that they meet
the criteria of Independence as laid down under section 149(6) of the Companies Act, 2013
and Rules made thereunder to be read with SEBI (Listing Obligation & Disclosure
Requirement) Regulation, 2015.
15. SECRETARIAL STANDARDS
The Board of Directors of the company state that, during the year under review the
applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to Board Meetings and
General Meetings respectively have been duly followed by the Company.
16. NUMBER OF MEETINGS OF THE BOARD& COMMITTEES
During the financial year ended on March 31,2023, 5 (Five) Board Meetings were
held. The dates on which the Board meetings were held are 28.05.2022. 08.08.2022,
27.08.2022, 10.11.2022, 07.02.2023. The maximum interval between any two meetings
didnt exceed 120 days, as prescribed in the Companies Act, 2013. The necessary quorum was
present for all the meetings. Further, details of the meetings of the Board and its
Committees are given in the Corporate Governance Report, which forms part of the Annual
Report.
Further, during the year, a separate meeting of the Independent Directors of the
Company was held on March 15, 2023 to discuss and review the performance of all other non-
independent Directors, Chairperson of the Company and the Board as a whole and for
reviewing and assessing the matters as prescribed under Schedule IV of the Companies Act,
2013 and under Regulation 25(4) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
AUDIT COMMITTEE
The Audit Committee of the Company is constituted in line with the provisions of
section 177 of the Companies Act, 2013 to be read with Regulation 18 of the SEBI (Listing
Obligation & Disclosure Requirement) Regulation, 2015. The Audit Committee of the
Company comprises of Mr. Harsh Prabhakar (Chairperson), Mrs. Nisha Goyal and Mrs. Poonam
Sharma as Members. During the year, all the recommendations made by the Audit Committee
were accepted by the Board.
The Composition of Audit Committee is given in the Corporate Governance Report which
forms the integral part of this Annual Report.
NOMINATION & REMUNERATION COMMITTEE
The Nomination & Remuneration Committee of the Company is constituted in line with
the provisions of Section 178 of the Companies Act, 2013 to be read with Regulation 19 of
the SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015. The
Nomination and Remuneration Committee of the Company comprises of Mr. Harsh Prabhakar
(Chairperson), Mrs. Nisha Goyal and Mrs. Poonam Sharma as Members.
The Composition of the Committee is given in the Corporate Governance Report which
forms the integral part of this Annual Report.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee of the Company is constituted in line with the
provisions of section 178 of the Companies Act, 2013 to be read with Regulation 20 of the
SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015. The Stakeholders
Relationship Committee of the Company comprises of Mr. Harsh Prabhakar (Chairperson), Mr.
Ajai Goyal and Mrs. Nisha Goyal as Members.
The Composition of the Committee is given in the Corporate Governance Report which
forms the integral part of this Annual Report.
VIGIL MECHANISM
The Vigil Mechanism is part of Audit Committee of the Company, which is constituted in
line with the provisions of section 177 of the Companies Act, 2013 to be read with
Regulation 18 & 22 of the SEBI (Listing Obligation & Disclosure Requirement)
Regulation, 2015.
17. BOARD ANNUAL EVALUATION UNDER SECTION 134(3)(p) OF THE COMPANIES ACT, 2013
The provisions of Section 134(3)(p) of the Companies Act, 2013 read with SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015 mandate that a Formal Annual
Evaluation is to be made by Board of its own performance and that of its Committee and
individual Directors. Schedule IV of the Companies Act, 2013 states that performance
evaluation of the Independent Director shall be done by Directors excluding the Director
being evaluated.
The Board carried out a formal annual performance evaluation as per the
criteria/framework laid down by the Nomination & Remuneration Committee of the company
and adopted by the Board. The evaluation was carried out through a structured evaluation
process to judge the performance of individual Directors including the Chairperson of the
Board. They were evaluated on parameters such as their education, knowledge, experience,
expertise, skills, behavior, leadership qualities, level of engagement & contribution,
independence of judgment, decision making ability for safeguarding the interest of the
Company, stakeholders and its shareholders.
The performance evaluation of the Independent Directors was carried out by the entire
Board except the participation of concerned Independent Director whose evaluation was to
be done. The performance evaluation of the Chairperson and the Non Independent Directors
was carried out by the Independent Directors. The Board was satisfied with the evaluation
process and approved the evaluation results thereof.
18. STATUTORY AUDITOR& SECRETARIAL AUDITOR WITH THEIR QUALIFICATION, RESERVATION
ORADVERSE REMARKS ALONG WITH THE EXPLANATION OR COMMENTS BY THE DIRECTORS
A. STATUTORY AUDITOR:
The members at the Annual General Meeting held on 17th December, 2020, appointed M/s.
A. Kay Mehra & Co., Chartered Accountants (Firm Registration No. 050004C) as
Statutory Auditors of the Company for a period of Four years to hold office from the
conclusion of 28th Annual General Meeting (AGM) of the Company till the
conclusion of 32nd Annual General Meeting of the Company to be held in F.Y
2024-25. Thus, M/s. A. Kay Mehra & Co., Chartered Accountants shall continue to
act as Statutory Auditor. They have confirmed their eligibility and qualifications
required under the Act for holding office as Statutory Auditors of the Company.
DIRECTORS COMMENTS ON THE REPORT OF STATUTORY AUDITOR UNDER SECTION 134(3)(f)(i) OF
THE COMPANIES ACT, 2013
The Notes on financial statement referred to in the Auditors Report are
self-explanatory and in the opinion of the Directors do not call for any further comments.
The Auditors Report does not contain any qualification, reservation, adverse remark or
disclaimer.
B. SECRETARIAL AUDITOR
Pursuant to the provisions of Section 179 and 204 of the Companies Act, 2013 read with
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Board has appointed Ms. Preeti Mittal (Membership No. FCS - 41759 & CP No. - 17079)
Proprietor of M/s Jain P & Associates, Practicing Company Secretaries as Secretarial
Auditor of the Company to conduct the secretarial audit of the Company for the Financial
Year 2022-23.
Secretarial Audit Report
The Secretarial Audit Report for the FY 2022-23 as submitted by Secretarial Auditor in
Form MR-3 is annexed as "Annexure - I"and forms part of this Report".
The observation made by the Secretarial Auditor in its report is given below:
1) The Company has not paid Annual Listing fees for the financial year 2023-24 to BSE
Limited
2) The Company has not appointed a Chief Financial Officer i.e. Whole-time Key
Managerial Personnel as per Section 203(1) of Companies Act, 2013 after the resignation of
Mrs. Nisha Goyal from the post of Chief Financial Officer w.e.f. 11th August, 2021.
Moreover, Mr. Ajai Goyal was appointed as Chief Financial Officer w.e.f. 08.08.2022.
3) Company is currently suspended on BSE Limited.
Directors Comments:
1) Due to constraint of sources & paucity of funds, Company has still not paid the
Annual Listing Fee, however management is trying to arrange for funds for the same.
2) Company was looking for the suitable candidate, but after the vigorous search for
the candidates, owing to very small size of the company, company could not find the
Candidate. On August 8, 2022, Board of Directors appointed Mr. Ajai Goyal as Chief
Financial Officer.
3) Company is complying with requirements of BSE Limited and it intend to make its
status active again.
ANNUAL SECRETARIAL COMPLIANCE REPORT
During the Provisions of Section 24A of the SEBI (Listing Obligations and Disclosure)
Regulations, 2015 are not applicable on the Company.
C. INTERNAL AUDITOR
The Board of Directors had appointed Mrs. Nisha Goyal as the Internal Auditor of
the Company to carry out the Internal Audit Functions at their Board Meeting held on
08.08.2022.Observations made in internal audit reports are presented to the Audit
Committee of the Board. The Company has well established internal control system and
procedures and the same has been working effectively throughout the year.
D. COST AUDITOR
Your directors hereby inform you that the Company does not fall under the criteria as
specified under Section 148 (1) of Companies Act, 2013 read with Companies (Cost Record
and Audit) Rules, 2018 for maintenance of cost accounts. Therefore, the Company is not
required to maintain the cost records in respect of its products/service. Therefore, no
requirement of Appointment of Cost Auditor arises.
19. REPORTING OF FRAUDS
There was no instance of fraud during the year under review, which required the
Statutory Auditors to report to the Audit Committee and/or Board under Section143 (12) of
Companies Act, 2013 and Rules framed thereunder.
20. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES
PROVIDED UNDER SECTION 186 OF THE COMPANIES ACT, 2013
The Company has not given any loan(s) or guarantee(s) and has not made any
investment(s) covered under the provision of the Section 186 of the Companies Act, 2013
during the year under review.
21. PARTICULAR OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF
THE COMPANIES ACT, 2013
During the financial year 2022-23, the Company has not entered into any
contracts/arrangements/ transactions with related parties which could be considered
material in accordance with the Companys Policy on Materiality of Related Party
Transactions. All the transactions made on arms length basis are being reported in Form
No.AOC-2 in terms of Section 134 of the Companies Act, 2013 read with Rule 8 of the
Companies (Accounts) Rules, 2014 is annexed as "Annexure-II" and forms part
of this Report.
The Policy on Related Party Transactions is uploaded on the website of the Company and
can be accessed at
http://raymedlab.com/wp-content/uploads/2017/08/Policy-on-Related-Party.pdf
22. DETAILS OF MATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR TILL THE DATE OF
THIS REPORT, IF ANY UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013
No Material Changes have taken place from the end of the financial year till the date
of this report.
23. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE
To the best of the Managements knowledge, there has been no material order passed by
any regulator or Court or Tribunal impacting the Going Concern status of the Companys
operations
24. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE
FINANCIAL YEAR
During the Financial Year 2022-23, there was no application made and proceeding
initiated /pending under the Insolvency and Bankruptcy Code, 2016, by any Financial and/or
Operational Creditors against your Company.
As on the date of this report, there is no application or proceeding pending against
your company under the Insolvency and Bankruptcy Code, 2016.
25. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF
During the year under review, there has been no one time settlement of loan taken from
Bank & Financial Institution.
26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND
OUT-GO UNDER SECTION 134(3)(m) OF THE COMPANIES ACT, 2013
The requisite information with regard to conservation of energy, technology absorption
and foreign exchange earnings and outgo, in terms of the Section 134(3)(m) of the
Companies Act, 2013, read with Companies (Accounts) Rules, 2014 is given below:
Sl.No. |
Conservation of energy |
Remarks |
1. |
the steps taken or impact on conservation of energy |
NIL |
2. |
the steps taken by the company for utilizing alternate sources of
energy |
NIL |
3. |
the capital investment on energy conservation equipment |
NIL |
Sl. No. |
Technology absorption |
Remarks |
1. |
the efforts made towards technology absorption |
NIL |
2. |
the benefits derived like product improvement, cost reduction, product
development or import substitution |
NIL |
3. |
in case of imported technology (imported during the last three years
reckoned from the beginning of the financial year) |
NIL |
4. |
the details of technology imported |
NIL |
5. |
the year of import |
NIL |
6. |
whether the technology been fully absorbed |
NIL |
7. |
if not fully absorbed, areas where absorption has not taken place, and
the reasons thereof; and |
NIL |
8. |
the expenditure incurred on research and development |
NIL |
Sl. No. |
Foreign exchange earnings and Outgo |
Remarks |
1. |
The Foreign Exchange earned in terms of actual inflows during the year |
NIL |
2. |
The Foreign Exchange outgo during the year in terms of actual outflows |
NIL |
Further, there were no foreign exchange earnings and outgo during the year under
review.
27. RISK MANAGEMENT
The provisions of SEBI Regulations for formation of Risk Management Committee are not
applicable to the Company. However, as per section 134 (3) (n) of Companies Act 2013, the
company regularly maintains a proper check in normal course of its business regarding risk
management. Currently, the company does not identify any element of risk which may
threaten the existence of the company.
28. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The company does not fall under the criteria of net worth, turnover or profit for
applicability of Corporate Social Responsibility (CSR) provisions as per Section 135 of
the Companies Act, 2013, hence the same are not applicable to the company for the period
under review.
29. VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Vigil Mechanism of the Company is framed in line with the provisions of section 177
of the Companies Act, 2013 to be read with Regulation 22 of the SEBI (Listing Obligation
& Disclosure Requirement) Regulation,
2015.The Company promotes ethical behavior in all its business activities. Towards
this, the Company has adopted a Policy on Vigil Mechanism / whistle blower policy.
Protected disclosures can be made by a whistle blower through an e-mail or a letter to the
Compliance Officer or to the Chairman of the Audit Committee. The Audit Committee also
reviews complaints/issues (if any) raised through Vigil Mechanism or by any Whistle blower
on a quarterly basis. The Vigil Mechanism policy is uploaded on the website of the Company
and can be accessed at
http://raymedlab.com/wp-content/uploads/2017/08/Vigil-Mechanism-Policy.pdf
During the year under review, no protected disclosure concerning any reportable matter
in accordance with the Vigil Mechanism and Whistle Blower Policy of the Company was
received by the Company.
30. PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE
As per the requirement of "The Sexual Harassment of Women at Workplace
(Prevention, Prohibition &Redressal) Act, 2013" and Rules made thereunder, your
Company has constituted Internal Complaints Committee (ICC) at its workplaces. During the
year, there were no cases/complaints filed under the POSH Act.
Number of complaints received |
Number of complaints disposed of |
Number of complaints pending more than ninety days |
Number of workshops or awareness programme against sexual harassment |
NIL |
NIL |
NIL |
NIL |
31. CORPORATE GOVERNANCE REPORT
As per Reg. 34 of SEBI Regulation, 2015 to be read with Part A of Schedule V of the
said regulations, a separate section on corporate governance practices followed by the
company, together with the certificate from the Practicing Company Secretary confirming
compliance forms an integral part of this Report.
32. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has a robust and comprehensive Internal Financial Control system
commensurate with the size, scale and complexity of its operation. The system encompasses
the major processes to ensure reliability of financial reporting, compliance with
policies, procedures, laws, and regulations, safeguarding of assets and economical and
efficient use of resources.
The Company has performed an evaluation and made an assessment of the adequacy and the
effectiveness of the Companys Internal Financial Control System. The Statutory Auditors
of the Company have also reviewed the Internal Financial Control system implemented by the
Company on the financial reporting and in their opinion, the Company has, in all material
respects, adequate Internal Financial Control system over Financial Reporting and such
Controls over Financial Reporting were operating effectively as on 31st March,
2023 based on the internal control over financial reporting criteria established by the
Company.
The policies and procedures adopted by the Company ensures the orderly and efficient
conduct of its business and adherence to the companys policies, prevention and detection
of frauds and errors, accuracy & completeness of the records and the timely
preparation of reliable financial information.
The Internal auditors continuously monitor the efficacy of internal controls with the
objective of providing to the Audit Committee and the Board, an independent, objective and
reasonable assurance on the adequacy and effectiveness of the organizations risk
management with regard to the internal control framework.
Audit committee meets regularly to review reports submitted by the Internal Auditors.
The Audit Committee also meet the Companys Statutory Auditors to ascertain their views on
the financial statements, including the financial reporting system and compliance to
accounting policies and procedures followed by the Company.
33. PERSONNEL RELATIONS
Your Directors hereby place on record their appreciation for the services rendered by
executives, staff and other workers of the Company for their hard work, dedication and
commitment. During the year under review, relations between the Employees and the
Management continued to remain cordial.
34. PARTICULARS OF EMPLOYEES
The Particulars of remuneration of Employees during the year 2022-23 pursuant to the
provisions of Section 197, read with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is annexed as "Annexure-III" and forms part
of this Report.
Disclosure as per Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014
(i) the ratio of the remuneration of each director to the median remuneration of the
employees of the company for the financial year: Nil
(ii) the percentage increase in remuneration of each director, Chief Financial Officer,
Chief Executive Officer, Company Secretary or Manager, if any, in the financial year: Nil
(iii) the percentage increase in the median remuneration of employees in the financial
year: Nil
(iv) the number of permanent employees on the rolls of company: 03 (Three)
(v) average percentile increase already made in the salaries of employees other than
the managerial personnel in the last financial year: Nil
(vi) And its comparison with the percentile increase in the managerial remuneration and
Justification thereof and point out if there are any exceptional circumstances for
increase in the managerial remuneration: Nil.
Disclosure as per Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014
Disclosure of Top Ten Employees in terms of remuneration drawn and the name of every
employee is given in "Annexure- III" and forms part of this Report.
The remuneration paid to all Key Managerial Personnel was in accordance with the
remuneration policy as adopted by the company.
35. REMUNERATION POLICY OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board on the recommendation of Nomination &Remuneration Committee framed a
policy for selection and appointment of Directors, Senior Management Personnel and
fixation of their remuneration thereof. The Policy contains, inter-alia, directors
appointment and remuneration including criteria for determining qualifications, positive
attributes, independence of a Director, etc. The same can be assessed at https://
www.raymedlab.com/wp-content/uploads/2022/06/Nomination-Remuneration-Policy.pdf.
36. PROGRAMMES FOR INDEPENDENT DIRECTORS
Pursuant to the provisions of Regulation 25(7) of SEBI (LODR) Regulations, 2015, the
Board has framed a policy to familiarize the Independent Directors of the Company. The web
link where details of Familiarization Programmes imparted to Independent Directors is
updated is http://raymedlab.com/wp-content/uploads/2017/
08/Familiarisation-Programme-for-Independent-Directors.pdf
37. ANNUAL LISTING FEES/CHARGES
The equity shares of the Company are presently listed at BSE Limited. Annual Listing
Fees for the Financial Year 2023-24 has not been paid by the Company.
38. CODE OF CONDUCT AS PER SEBI (LODR) REGULATIONS, 2015
The Board of Directors has framed a Code of Conduct for all Board Members and Senior
Management Personnel as per Regulation 17(5) of SEBI (Listing Obligations and Disclosure
Requirements), Regulations, 2015. Additionally, all Independent Directors of the company
shall be bound by duties of Independent Directors as set out in Companies Act, 2013 to be
read with SEBI Listing Regulations, 2015.
All Board Members, Key Managerial Personnel and Senior Management Personnel have
affirmed compliance with the Code of Conduct.
39. CODE OF CONDUCT AS PER SEBI (PREVENTION OF INSIDER TRADING) REGULATIONS, 2015
The Board of Directors has laid down the Code of Practices and Procedures for Fair
Disclosures of Unpublished Price Sensitive Information as per Regulation 8(1) of SEBI
(Prevention of Insider Trading) Regulations, 2015 & Code of Conduct to Regulate,
Monitor and Report trading by the Designated Persons as per Regulation 9(1) of SEBI
(Prevention of Insider Trading) Regulations, 2015.
All Board Members, Key Managerial Personnel and Senior Management Personnel have
affirmed compliance with the Code of Conduct.
40. DISCLOSURE OF STATEMENT OF DEVIATION(S) OR VARIATION(S) UNDER REGULATION 32 OF
SEBI(LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS), REGULATIONS, 2015
With reference to Regulation 32 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the disclosure of Statement of Deviation(s) or
Variation(s) as per the said regulation is not applicable to the Company
41. DIRECTORS RESPONSIBILITY STATEMENT UNDER SECTION 134(3)(c) OF THE COMPANIES ACT,
2013
Pursuant to the provisions of section 134(5) of the Companies Act, 2013, the Directors
hereby state as follows:
i. That in the preparation of the Annual Accounts for the year ended March 31, 2023,
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;
ii. That they have selected such accounting policies and applied them consistently and
made judgment and estimates that they are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company as at March 31,2023 and of the profit or
loss of the company for the year ended on that date;
iii. That they have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act for safeguarding
the assets of the company and preventing and detecting fraud and other irregularities;
iv. That they have prepared the annual accounts of the Company for the financial year
ended 31st March, 2023 on a going concern basis;
v. That they have laid down internal financial controls to be followed by the company
and that such internal financial controls are adequate and were operating effectively and
vi. That they had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
42. GENERAL
The Board of Directors state that no disclosure or reporting is required in respect of
the following matters as there were no transactions or applicability pertaining to these
matters during the year under review:
i) Issue of equity shares with differential rights as to dividend, voting or otherwise.
ii) Issue of shares (including sweat equity shares and Employees Stock Options
Schemes) to employees of the Company under any scheme.
iii) Fraud reported by the Auditors to the Audit Committee or the Board of Directors of
the Company.
iv) Scheme of provision of money for the purchase of its own shares by employees or by
trustees for the benefit of employees.
v) Payment of remuneration or commission from any of its holding or subsidiary
companies to the Managing Director of the Company.
43. DISCLOSURE OF CREDIT RATING
Disclosure of Credit Rating is not applicable on the company during the year under
review.
44. ACKNOWLEDGEMENT AND APPRECIATIONS
Your Directors would like to express their sincere appreciation for assistance and
co-operation received from the various stake holders including Financial Institutions,
Banks, Governmental authorities and other business associates who have extended their
valuable support and encouragement during the year under review.
Your Directors take the opportunity to place on record their deep appreciation of the
committed services rendered by the employees at all levels of the Company, who have
contributed significantly towards Companys performance and for enhancing its inherent
strength. Your Directors also acknowledge with gratitude the encouragement and support
extended by our valued stakeholders.
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By Order of the Board of Directors |
|
|
For Raymed Labs Limited |
|
Ajai Goyal |
Nisha Goyal |
Date: 02.08.2023 |
Whole Time Director |
Director |
Place: Noida |
DIN: 02636418 |
DIN:02710946 |
+91-9892691696
