rekvina labs ltd Directors report

Dear Members,

Your Directors hereby present the 35^th Annual Report on the business and operations of the Company, together with the Audited Statements of Accounts and the Auditors Report for the year ended March 31, 2023.

1. FINANCIAL HIGHLIGHTS:

(In Rupees)

Particulars	Financial Year 2022-23	Financial Year 2021-22
Revenue from Operations	-	-
Other Income	37,618	-
Total Revenue	37,618	-
Purchase of Stock-in-Trade	-	-
Change in Inventories of finished goods, stock-in trade and work in progress	-	-
Employee Benefit Expenses	-	-
Finance Cost	4,430	33,853.72
Depreciation and Amortization Expenses	-	-
Other Expenses	40,640	7,54,956.29
Total Expenses	45,070	7,88,810.01
Profit/ (loss) before tax	(7,452)	(7,88,810.01)
Tax Expenses	-	-
Profit for the year	(7,452)	(7,88,810.01)

2. REVIEW OF OPERATIONS AND STATEMENT OF COMPANYS AFFAIRS:

During the year under review, you Company achieved Total Revenue of INR 37,618 (Indian Rupees Thirty-Seven Thousand Six-Hundred and Eighteen Only) as there were no revenue in the Previous Year 2021-22.

3. CHANGE IN MANAGEMENT

During the period under review Mr. Bhavesh Prabhudas Vora (DIN: 06814823) was appointed as an Additional Independent Director in the category of Non-executive on November 14, 2022.

4. SHARE CAPITAL

The Authorized Share Capital of the Company is INR 3, 50, 00,000 (Indian Rupees Three Crore Fifty Lakhs only) divided into 70, 00,000 (Seventy Lakhs) Equity Shares of INR 5/- each. The Company has not changed its Capital Structure during the year under review.

Further, the Paid-up Share Capital of the Company is INR 3,01,40,000 (India Rupees Three Crore One Lakh Forty Thousand) divided into 60,28,000 (Sixty Lakh Twenty-Eight Thousand) Equity Shares of INR 5/- each. The Company has not changed its Capital Structure during the year under review.

5. DEPOSITS

During the period under review, your Company has not accepted any deposits, falling within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

6. DIVIDEND AND GENERAL RESERVE:

The Board of Directors has not recommended any dividend for the financial year ended on 31st March, 2023. Since, the Board has considered it financially prudent in the long-term interest of the Company to re- invest the profits into the business of the Company to build a strong reserve base and to grow the business of the Company.

7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

8. MANAGEMENT DISCUSSIONS & ANALYSIS REPORT:

This Annual Report contains a separate section on the Management Discussion and Analysis as ANNEXURE: - I, which forms part of the Directors Report.

9. CHANGE IN THE NATURE OF BUSINESS:

There were no changes in the nature of business of the Company during the financial year.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

At present Board of Directors of the Company is comprised of following directors:

1. Mr. Mukesh Jamnadas Shah

2. Mr. Amit Mukesh Shah

3. Ms. Vibha Mukesh Shah

4. Mr. Mahendra Shantilal Dalal

5. Mr. Jitendra Laljibhai Doshi

6. Mr. Bhavesh Prabhudas Vora*

* During the year, Mr. Bhavesh Prabhudas Vora has been appointed as an Additional Independent Director on November 14, 2022. Other than that there is no change occurred in the composition of Directors.

11. Woman Director

In terms of the provisions of Section 149 of the Companies Act, 2013, a company shall have at least One-Woman Director on the Board of the Company. The Company has appointed Ms. Vibha Mukesh Shah, as a Woman Director on the Board of the Company.

12. MEETING OF BOARD OF DIRECTORS

During the period under review, there Four (4) board meeting held in the Company.

Sr. No	Date of Meeting	Board Strength	No. of Directors Present
1	26-05-2022	5	5
2	13-08-2022	5	5
3	14-11-2022	6	6
4	13-02-2023	6	6

The intervening gap between the Meetings was within the period prescribed under the SEBI (LODR) Regulations, 2015 and Companies Act, 2013.

S.No.	Name of Director	Designation	No. of Board Meeting eligible to attend	No. of Meetings attended	No. of Meeting in which absent
1	Mr. Mukesh Jamandas Shah	Director	4	4	0
2	Mr. Amit Mukesh Shah	Director	4	4	0
3	Ms. Vibha Mukesh Shah	Director	4	4	0
4	Mr. Mahendra Shantilal Dalal	Additional Director	4	4	0
5	Mr. Jitendra Laljibhai Doshi	Additional Director	4	4	0
6	Mr. Bhavesh Prabhudas Vora	Additional Independent Director	3	3	0

13. SEPARATE MEETING OF INDEPENDENT DIRECTOR

Independent Directors of the Company held their Separate meeting under Regulation 25(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Schedule IV of Companies Act, 2013 on Saturday, 25th March, 2023 at the registered office of the Company at 505 Churchgate Chambers, 5 New Marine Lines, Mumbai City, Maharashtra - 400020, India, to evaluate the performances.

14. MATERIAL CHANGES BETWEEN THE DATE OF BOARD REPORT AND END OF FINANCIAL YEAR

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

15. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY: -

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 the companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. The company has a well-placed, proper and adequate Internal Financial Control System which ensures that all the assets are safeguarded and protected and that the transactions are authorized recorded and reported correctly. To further strengthen the internal control process, the company has developed the very comprehensive compliance management tool to drill down the responsibility of the compliance from the top management to executive level.

The compliance relating to Internal Financial controls have been duly certified by the statutory auditors.

16. CORPORATE SOCIAL RESPONSIBILITY (CSR): -

Pursuant to the provisions of Section 135 of the Companies Act, 2013, every company having Net Worth of Rupees Five Hundred Crore or More, or Turnover of Rupees One Thousand Crore or More or a Net Profit of Rupees Five Crore or More during any financial year shall constitute a Corporate Social Responsibility Committee of the Board and shall formulate a Corporate Social Responsibility Policy. Therefore, Provisions of Corporate Social Responsibility are not applicable on the Company and Company has not developed and implemented any Corporate Social Responsibility Initiatives as provisions of Section 135(1) of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014.

17. CORPORATE GOVERNANCE: -

As per Regulation 15(2) of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, compliance with the Corporate Governance provisions as specified in regulation 17 to 27 and clause (b) to (i) [and (t)] of sub-regulation (2) of regulation 46 and Para C, D, and E of Schedule V shall not apply to the company 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 previous financial year. The Company is covered under the exception given under Regulation 15(2) of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, therefore Company is not required to comply with the said provisions. Hence, the same has not been annexed to the Boards Report.

18. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: -

The particulars as prescribed under Sub-section (3) (m) of Section 134 of the companies act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014 are annexed herewith at "Annexure - II".

19. DECLARATION BY AN INDEPENDENT DIRECTORfS) AND RE- APPOINTMENT, IF ANY: -

All Independent Directors of the Company have given declaration to the Company under Section 149(7) read with Schedule IV of the Companies Act, 2013, that they meet the criteria of independence as provided in the Sub-section 6 of Section 149 of the Act and also under the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015. In the opinion of the Board, the Independent Directors of the Company possess necessary expertise, integrity and experience.

None of the Independent Director on the Board of the Company serve as an Independent Director in more than seven (7) Listed Companies nor holds the position of Whole time Director in any Listed Company. Independent Directors of the Company have been appointed in accordance with the applicable provisions of the Companies Act, 2013 ("Act") read with relevant rules.

20. BOARD EVALUATION: -

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI Listing Regulations").

The performance of the board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

21. COMMITTEES OF THE BOARD AND OTHER COMMITTEES

Currently, the Board has following committees: -

• Audit Committee;

• Audit Committees:

The Audit Committee of the Company is constituted/re-constituted in line with the provisions of Section 177 of the Companies Act, 2013 and other applicable laws. The Audit Committee comprises of majority of the Independent Directors. All the members of the Committee have experience in financial matters. The Audit Committee is constituted in line to monitor and provide effective supervision of the managements financial reporting process, to ensure accurate and timely disclosures, with the highest level of transparency, integrity, and quality of Financial Reporting. The details of the composition of the committee are set out in the following table:-

S.No.	Name	Status	Designation
1.	Mr. Bhavesh Prabhudas Vora	Independent Director	Chairman
2.	Mr. Jitendra Laljibhai Doshi	Independent Director	Member
3.	Mr. Mahendra Shantilal Dalal	Executive Director	Member

During the Year under review 04 (Four) meetings of the Audit Committee were convened and held. The dates on which the said meetings were held:

1. 26t^h May, 2022

2. 13t^h August, 2022

3. 14^th November, 2022

4. 13^th February, 2023

S.No.	Name of the Members	Designation	No. of Audit Committee Meetings attended during the year
1.	Mr. Bhavesh Prabhudas Vora	Chairman and Independent Director	3
2.	Mr. Jitendra Laljibhai Doshi	Member and Independent Director	4
3.	Mr. Mahendra Shantilal Dalal	Member and Executive Director	4

• Nomination and Remuneration Committees:

Pursuant to Section 178(3) of the Companies Act, 2013, the Board duly constituted Nomination and Remuneration Committee and have laid down the following criteria:

I. Criteria for nomination as Director, Key Managerial Personnel and Independence of a Director:

II. Criteria for determining Remuneration of Directors, Key Managerial Personnel and Senior Management and Other Employees of the Company.

III. Evaluation of the performance of members of the Board of Directors and Key Managerial Personnel.

During the year under review One (1) meetings of the Nomination and Remuneration Committee were held on November 14, 2022.

The composition of Nomination and Remuneration Committee consist of two non-executive directors and one Executive Director with the following members and attendance of the members of the meeting held during the Financial Year 2022-23 were as follow:

S.No.	Name of the Members	Designation	No. of Nomination and Remuneration Committee Meetings attended during the year
1.	Mr. Bhavesh Prabhudas Vora	Chairman and Independent Director	1
2.	Mr. Jitendra Laljibhai Doshi	Member and Independent Director	1
3.	Mr. Mahendra Shantilal Dalal	Member and Executive Director	1

22. STAKEHODERS RELATIONSHIP COMMITTEE

Pursuant to Section-178 of the Companies Act, 2013 read with Regulation 20 of SEBI (LODR) regulations, 2015 the Company has duly constituted the Stakeholder Relationship Committee consisting of Three (3) members.

During the year under review One (1) meetings of the Stakeholders Relationship Committee were held on March 30, 2023.

The composition of Stakeholders Relationship Committee consist of two non-executive directors and one executive director with the following members and attendance of the members of the meeting held during the Financial Year 2022-23 were as follow:

S.No.	Name of the Members	Designation	No. of Nomination and Remuneration Committee Meetings attended during the year
1.	Mr. Jitendra Laljibhai Doshi	Chairman and Non-Executive Director	1
2.	Mr. Bhavesh Prabhudas Vora	Member and Independent Director	1
3.	Mr. Mahendra Shantilal Dalal	Member and Executive Director	1

23. REMUNERATION OF DIRECTORS

The Company has not paid any Remuneration to Whole Time Directors of the Company during the period under review in pursuant to applicable provisions of the Companies Act 2013 and Rules made thereunder.

24. DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Companies Act, 2013, the Directors of the Company hereby states that:

(a) in the preparation of the annual accounts for the year ended 31st March, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) The directors had 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 at the end of the financial year and of the Profit and Loss of the Company for that period;

(c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 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 were operating effectively; and

(f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

25. STATUTORY AUDITORS

In terms of the provision to Section 139(8) and other applicable provision of the Companies Act, 2013 and the rules made there under, M/s Jigar Adhyaru & Co, Chartered Accountant having Firm Registration No. 142223W were appointed as the Statutory Auditors of the Company for a period of Five (5) Consecutive Years.

Further, 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.

26. VIGIL MECHANISM / WHISTLE BLOWER POLICY

As per the provisions of Companies Act, 2013, every Listed Company shall establish a vigil mechanism (similar to Whistle Blower mechanism). In pursuance of the provisions of section 177(9) & (10) of the Companies Act, 2013, a vigil mechanism/ whistle blower policy for Directors and employees to report genuine concerns has been established and approved by Board. The policy is uploaded in the website of the Company.

27. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE U/S 186 OF THE COMPANIES ACT. 2013

During the period under review, the Company has not given any loan, not provided any security and not extended any guarantee as per the provisions of section 186 of the Companies Act, 2013. Other than that, the Company ensures the following:

1. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

2. the Directors have prepared the annual accounts on a going concern basis.

3. the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

4. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

28. PARTICULARS OF RELATED PARTY TRANSACTION

The particular of contracts or arrangements made with related parties pursuant to Section 188(1) is furnished in (AOC-2) and the same is attached to this report. (Annexure-III).

29. RISK MANAGEMENT POLICY

During the year, the Board had developed and implemented an appropriate Risk Management Policy for identifying the element of risk which, in the opinion of the Board may threaten the existence of the Company and safeguarding the Company against those risks.

28. CODE OF CONDUCT AND ETHICS

The Board of Directors of the Company has adopted a Code of Conduct and Ethics for the Directors, Key Managerial Personnel and Senior Executives of the Company. Commitment to ethical professional conduct is a must for every employee, including Board members and senior management personnel of the Company. The Code is intended to serve as a basis for ethical decision-making in conduct of professional work. The Code of Conduct enjoins that each individual in the organization must know and respect existing laws, accept and provide appropriate professional views, and be upright in his conduct and observe corporate discipline. The duties of Directors including duties as an Independent Director as laid down in the Companies Act, 2013 also forms part of the Code of Conduct.

The Company has disclosed information about the establishment of the code on its website. All Board members and senior management personnel affirm compliance with the Code of Conduct annually and The Company has complied with the provisions relating to affirmation of Compliance as per Schedule V of SEBI (Listing Obligations and Disclosure Requirements.

30. AUDITORS REPORT Independent Auditors Report

There are no any qualifications or adverse remarks in the Auditors Report which require any clarification/ explanation. The Notes on financial statements are self-explanatory, and needs no further explanation. Statutory Auditors observation was considered by the Management and necessary actions will be taken to rectify the same.

Secretarial Audit Report

Pursuant to provision of Section 204(1) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 your Company has appointed M/s. VIKAS VERMA & CO, Practicing Company Secretaries to Conduct Secretarial Audit of your Company.

Secretarial Auditors observation and Managements explanation to the Auditors observation -

The Director refers to the Auditors observation in the Secretarial Audit Report and as required under Section 204(1) of the Companies Act, 2013 the Company has obtained a secretarial audit report.

Secretarial Auditors observation was considered by the Management and necessary actions will be taken to rectify the same. Company has minimal turnover and management of the company taking due care of the all transaction and query raised by the secretarial auditor.

The Secretarial Audit Report is annexed herewith as ANNEXURE - IV to this report.

INTERNAL AUDITORS

Pursuant to provision of section 138 of the Companies Act, 2013 read with rule 13 of the Companies (Accounts) Rules, 2014, and other applicable provisions of the Act, company has appointed the internal auditor for financial year 2022-23.

COST RECORDS AND COST AUDIT

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act are not applicable for the business activities carried out by the Company.

31. EXTRACT OF ANNUAL RETURN: -

As required pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an annual return is uploaded on website of the Company www.rekvinalaboratories.com .

32. FAMILIARISATION PROGRAMMES: -

The Company familiarizes its Independent Directors on their appointment as such on the Board with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, etc. through familiarization programme. The Company also conducts orientation programme upon induction of new Directors, as well as other initiatives to update the Directors on a continuing basis. The familiarization programme for Independent Directors is disclosed on the Companys website www.rekvinalaboratories.com .

33. PARTICULARS OF EMPLOYEES

None of the employee has received remuneration exceeding the limit as stated in rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. A statement containing particulars of employees pursuant to section 134 (3) (q) of Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial personnel) rules, 2014 is annexed herewith as ANNEXURE-V.

34. REPORTING OF FRAUD

There was no instance of fraud during the year under review, which the statutory Auditors to Report to the Audit Committee and/or Board under Section 143(12) of the Act and Rules framed thereunder.

35. REPORT ON CORPORATE GOVERNANCE

The provisions of Corporate Governance regulations are not applicable to our company as paid- up share capital and turnover does not exceeds the limit specified under regulation 15 of SEBI (LODR) Regulations, 2015.

36. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES: NA

S No	Name and address of the Company	CIN/ GLN	Holding/ Subsidiary/ Associate	% of Shares

37. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report.

4. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

38. DISCLOSURE ON CONFIRMATION WITH THE SECRETARIAL STANDARD

Your Directors confirm that the Secretarial Standard issued by the Institute of the Company Secretaries of India have been duly complied with.

39. SIGNIFICANT AND MATERIAL ORDER

There are no significant and material order passed by the regulators, Courts or tribunals impacting the going concern status of your Company and its operation in future.

40. BUSINESS RESPONSIBILITY REPORT (BRR)

Securities Exchange Board of India (SEBI) vide circular CIR/CFD/DIL/8/2012 dated August 13, 2012 has mandated the inclusion of BRR as part of the Annual Report for the top 100 listed entities. In view of the requirements specified, the company is not mandated for the providing the BRR and hence do not form part of this Report.

41. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

As there is no application made or pending under Insolvency and Bankruptcy Code, 2016, so there is no requirement to give details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

42. DETAILS OF ONE TIME SETTLEMENT

During the period under review There has been no one time settlement and the valuation done while taking loan from the Banks or Financial Institutions.

43. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

Your Companys Code of Conduct for Prevention of Insider Trading covers all the Directors, senior management personnel, persons forming part of promoter(s) / promoter group(s) and such other designated employees of the Company, who are expected to have across to unpublished price sensitive information about the company. The Directors, their relatives, senior management personnel, persons forming part of promoter(s) / promoter group(s), designed employees etc. are restricted in purchasing, selling and dealing in the shares of the Company while in possession of unpublished price sensitive information about the company as well as during the closure of trading window.

The Board of Directors has approved and adopted the Code of Conduct to Regulate, Monitor and Report Trading by Insiders in line with SEBI (Prohibition of Insider Trading) Regulation, 2015 and the same can be accessed on the website of the Company www.rekvinalaboratories.com.

44. SEXUAL HARASSMENT

The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which redresses complaints received on sexual harassment. During the financial year under review, the Company has not received any complaints of sexual harassment from any of the women employees of the Company.

ACKNOWLEDGEMENT

Your Directors wish to express their grateful appreciation to the continued cooperation received from the Banks, Government Authorities, Customers, Vendors and Shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed service of the Executives, staff and Workers of the Company.

By Order of the Board of Directors

For Rekvina Laboratories Limited

Place: Vadodara	Sd/- Amit Mukesh Shah
Date: August 11, 2023	Director
Registered Office:	DIN:01993211
328 Paradise Complex, Sayajigunj, Baroda Varodara-390005 India