Remedium Lifecare Ltd Directors Report.

Dear Members,

Your Directors are pleased to present the 32nd Annual Report of your Company along with the Audited Financial Statements for the financial year ended March 31,2021.

1. FINANCIAL RESULTS:

An overview of the financial performance of your Company for the year 2020-21 is as under:

(Amount in Lakhs)

Particulars Year ended
31.03.2021 31.03.2020
Revenue from Operations 9003.59 289.02
Other Income 0.20 0.00
Total Income 9003.59 289.02
Less: Expenditure 8938.31 251.52
Proftt/(Loss) before tax 65.29 37.50
Less : Current tax 17.27 9.37
Less : Deferred tax (0.04) 0.42
Less : Previous Year Tax 0.00 0.00
Profit after Tax 48.05 27.70

REVIEW OF OPERATIONS:

During the year under review, your Company recorded a total income of Rs. 9003.59 lakhs as compared to Rs. 289.02 lakhs in the previous financial year, higher by Rs. 8714.57 Lakhs. The Profit for the same period stands at Rs. 48.05 Lakhs as compared to the Profit of Rs. 27.70 lakhs in the previous financial year, higher by 20.35 lakhs.

2. DIVIDEND:

In order to conserve the profits for future growth of the Company, the Board of Directors has not recommended payment of any dividend for the year on the equity share capital of the company.

3. TRANSFER TO RESERVES:

The Board of Directors of your Company has decided not to transfer any amount to the Reserves for the FY 2020-21.

4. MATERIAL CHANGES BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF REPORT:

There have been no material changes and commitments between the end of the financial year 2020-21 and the date of this report, adversely affecting the financial position of the Company.

5. CHANGE IN NATURE OF BUSINESS:

During the year under review, the Company has changed its business activities from manufacturing and sale of Air-O-Water machines to trading in API intermediates (KSMs and CRMs) and various other raw materials used in API manufacturing, contract manufacturing

6. CHANGE IN THE NAME OF THE COMPANY:

Consequent to change in the business activities and accordingly, in order to keep the name of the Company in consonance with the new business activities, the Company has changed its name from "Roxy Exports Limited" to "Remedium Lifecare Limited". The said change of name has been approved by shareholders at the 31st Annual General Meeting held on 30.09.2020. The change of name of the Company has also been approved by the Registrar of Companies vide a fresh certificate of incorporation dated 06.11.2020.

7. COPY OF ANNUAL RETURN:

The Annual Return as required under Section 92(3) and Section 134 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the Companys website at https:// www. re ml ife.com/re ports/24/annual-retu rn/.

8. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

During the year under review, 6 (six) Meetings of the Board of Directors were convened and held on July 15, 2020; August 20, 2020; August 24, 2020; September 15, 2020; November 13, 2020; and February 12, 2021. The details of the attendance of Directors at these meetings are as under:

Name of the Director Category Board Meetings during FY 2020-21
Held Attended
Mr. Siddharth Shah* Managing Director 6 6
Mr. Hanosh Santok Non Executive Director 6 6
Mrs. Maneesha Naresh Independent Director 6 6
Ms. Trupti Bolke** Independent Director 6 2

Note: *Mr. Siddharth Shah has resigned from the position of Managing Director of the Company w.e.f. 20.05.2021 **Ms. Trupti Bolke was appointed as an Independent Director at the 31st Annual General Meeting w.e.f. 30.09.2020

9. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(3)(c) of the Companies Act, 2013, the Directors confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) 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;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this 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 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.

10. AUDIT COMMITTEE:

The Company has constituted qualified and independent Audit Committee. The Companys Audit Committee comprises of Ms. Trupti Bolke - Chairperson, Mr. Hanosh Santok - Member and Ms. Maneesha Naresh - Member. All the members of the Committee have relevant experience in financial matters. The Company Secretary of the Company acts as Secretary to the Audit Committee. The Committee is governed by the term of reference which are in line with the regulatory requirements mandated by the Companies Act, 2013 and the Listing Regulations. The details of the composition and meetings of the Audit Committee of the Board are included in the Corporate Governance report which forms part of this report.

All the recommendations made by the Audit Committee during the year were accepted by the Board of Directors of the Company.

11. NOMINATION AND REMUNERATION COMMITTEE:

The Company has constituted Nomination and Remuneration Committee in compliance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The details of composition, terms of reference of the Nomination and Remuneration Committee, numbers and dates of meetings held, attendance of the Directors are given separately in the attached Corporate Governance Report which forms part of this Report.

12. AUDITORS AND THEIR REPORT:

Pursuant to the provisions of Section 139 and all other applicable provisions of the Companies Act, 2013 ("the Act") read with Rule 3(7) of the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), M/s. Taori Sandeep & Associates, Chartered Accountants, Mumbai bearing Firm Registration Number 007414C with the Institute of Chartered Accountants of India (ICAI) were appointed as the Statutory Auditors of the Company at the 30th Annual General Meeting (AGM) held on September 30,2019 for a period of five years commencing from the conclusion of the 30th Annual General Meeting till the conclusion of the 35th Annual General Meeting of the Company to be held for the financial year 2023-2024 subject to ratification of their appointment by the members at every subsequent AGM. In accordance with the amendment to section 139 of the Act, the requirement of ratification of appointment by members every year is no longer required. M/s Taori Sandeep & Associates, have confirmed their eligibility and qualification required under section 139 and 141 and other applicable provisions of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force, for their continuation as statutory auditors.

In terms of the Listing Regulations, the Auditors have confirmed that they hold a valid certificate issued by the ‘Peer Review Board of The Institute of Chartered Accountants of India (ICAI).

There are no qualifications or observations or remarks made by the Statutory Auditors in their report for the F.Y. 2020-21.

Reporting of Fraud

During the year under review, the Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

13. SECRETARIALAUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Gauri & Associates, Company Secretaries, to carry out Secretarial Audit of the Company forthe financial year 2020-21. The Secretarial Audit Report received from them is appended as ‘Annexure A and forms part of this report.

The Secretarial Audit Report forthe Financial Year 2020-21 does not contain any qualification, reservation and adverse remarks.

14. INTERNAL AUDIT:

As per the requirements of Section 138 of the Companies Act, 2013 and the rules made there under, Mr. Rahul Kadam was appointed as an Internal Auditor of the Company for the financial year 2020-21.

15. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS AND GENERAL MEETINGS:

The Company has complied with all the applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

16. MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed review of the operations, performance and future outlook of the Company and its businesses is given in the Management Discussion and Analysis, which forms part of the Annual Report.

17. PUBLIC DEPOSITS:

During the year under review, your Company has not accepted and/or renewed any public deposits in terms of the provisions of Section 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 as amended.

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the year under review, your Company has not given any loans, guarantees or made any investments within the purview of Section 186 of the Companies Act, 2013.

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013:

The details of the related party transactions, as per requirement of Accounting Standards-18 are disclosed in notes to the financial statements of the Company forthe financial year 2020-21. All the directors have disclosed their interest in Form MBP-1 pursuant to Section 184 of the Companies Act, 2013 and as and when any changes in their interest take place, such changes are placed before the Board at its meetings. None of the transactions with any of the related parties was in conflict with the interest of the Company. The particulars of contracts or arrangements with related parties referred to in Section 188 (1), in prescribed FormAOC-2 under Companies (Accounts) Rules, 2014 are appended as Annexure B.

20. INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has constituted an Internal Complaint Committee under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year no complaint was filed before the said Committee.

21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The prescribed particulars of 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 Rule 8(3) of the Companies (Accounts) Rules, 2014 is attached as "Annexure C" which forms part of the Boards report.

22. BUSINESS RISK MANAGEMENT:

Pursuant to section 134(3) (n) of the Companies Act, 2013 and as per provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended, the Company has adhered to the principles of sound risk management and already has a Risk Management Policy in place. An ongoing exercise is being carried out to identify, evaluate, manage and for monitoring of both business and nonbusiness risk. The Board periodically reviews the risks and suggests steps to betaken to control and mitigate the same through a properly defined framework.

23. CORPORATE SOCIAL RESPONSIBILITY:

The Company does not fulfill any of the criteria i.e. net worth, turnover or net profit, as prescribed in section 135 of the Companies Act, 2013 for applicability of Corporate Social Responsibility (CSR) provisions. Accordingly, the Company is not required to constitute CSR Committee and comply with the provisions of Section 135 of the Companies Act, 2013.

24. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has implemented a Vigil Mechanism Policy to deal with instances of fraud and mismanagement, if any. The policy also provides for adequate safeguards against victimization of persons who use such mechanism and makes provision for direct access to the chairperson of the Audit Committee in all cases. There were no complaints received during the year 2019-20.

25. DIRECTORS & KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 152 ofthe Companies Act, 2013 read with the Companies (Appointment & Qualification of Directors) Rules, 2014 and Articles of Association ofthe Company, Mr. Hanosh Santok (DIN : 08554687), a Non-Executive Director ofthe Company retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for reappointment. Your Board recommends his re-appointment to the Shareholders.

A brief profile of Mr. Hanosh Santok (DIN : 08554687) as required under Regulation 36 (3) ofthe SEBI (LODR) Regulations, 2015 and justification for his re-appointment are given in the explanatory statement to Notice ofthe 32nd Annual General Meeting.

During the year under review, Ms. Trupti Bolke (DIN: 07700551), was appointed as an Independent Director not liable to retire by rotation to hold office fora term of five consecutive years at the 31st Annual General Meeting held on 30.09.2020.

Mr. Siddharth Shah - Managing Director (DIN: 01343122) ofthe Company has resigned from the position ofthe Managing Director w.e.f. 20.05.2021. The Company has appointed Dr. Vilas Lokhande (DIN: 01228041) as a Whole Time Director w.e.f. 20.05.2021.

The Company has received declaration from all the Independent Directors that they meet the criteria of independence as laid down under section 149(6) ofthe Companies Act, 2013 read with the Schedule and Rules issued thereunder.

The following three person were formally noted as Key Managerial Personnel of the Company in compliance with the provisions of Section 203 of the Companies Act, 2013.

Mr. Siddharth Shah* : Managing Director
Dr. Vilas Lokhande** : Whole Time Director
Mr. Ashish Parkar : Chief Financial Officer
Mr. Nishant Phadtare# : Company Secretary

*Mr. Siddharth Shah has resigned from the position of Managing Director w.e.f. 20.05.2021

**Dr. Vilas Lokhande has been appointed as a Whole Time Director w.e.f. 20.05.2021

#Mr. Nishant Phadtare has resigned from the position of the Company Secretary w.e.f. 07.07.2021

26. PARTICULARS OF REMUNERATION:

In terms of provisions of section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 details of the ratio of remuneration of each Director to the median employees remuneration is provided in "Annexure D" which forms part of the Boards Report.

27. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Internal Auditors monitor and evaluate the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company.

28. SUBSIDIARY COMPANIES:

The Company do not have any subsidiary company.

29. TRANSFER OF UNCLAIMED DIVIDEND AMOUNTS AND SUCH SHARES TO INVESTOR EDUCATION AND PROTECTION FUND:

There is no unclaimed or unpaid dividend lying with the Company. Therefore, the Company was not required to transferred any amount to Investor Education and Protection Fund.

30. PARTICULARS OF EMPLOYEES AND THEIR REMUNERATION:

None of the employees of your Company were in receipt of remuneration in excess ofthe limits as laid down under Rule 5 ofthe Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees ofthe Company is as follows:

The particulars of the employees who are covered by the provisions contained in Rule 5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are:

a) Employed throughout the year Nil
b) Employed for part ofthe year Nil

31. CORPORATE GOVERNANCE REPORT:

Pursuant to the provisions of Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is exempt from the compliance with the certain provisions of Corporate Governance. However, as a good practice, the Company voluntarily adheres to certain principles of Corporate Governance. A brief report on Corporate Governance and the requisite Auditors Certificate confirming compliance with the conditions of Corporate Governance, is appended as "Annexure -E" and forms part of this Report.

32. SIGNIFICANT AND MATERIAL ORDERS PASSSED BY THE COURTS OR REGULATORS:

During the year under review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

33. LISTING WITH STOCK EXCHANGES:

The Equity shares ofthe Company are listed on BSE Ltd.

34. ACKNOWLEDGEMENT:

Your Directors would like to take this opportunity to express sincere gratitude to the customers, bankers and other business associates for the continued cooperation and patronage. Your Directors gratefully acknowledge the ongoing co-operation and support provided by the Government, Regulatory Bodies and the Stock Exchanges. Your Directors place on record their deep appreciation for the exemplary contribution made by the employees at all levels. The Directors also wish to express their gratitude to the valued shareholders for their unwavering trust and support.

For and on behalf of the Board of Directors
Remedium Lifecare Limited
Vilas Lokhande Hanosh Santok
Whole Time Director Director
Place: Mumbai
Date: 18.08.2021