Remedium Lifecare Ltd Directors Report.

Dear Members,

Your Directors are pleased to present the 30thAnnual Report of your Company along with the Audited Financial Statements for the financial year ended March 31, 2019.

1. FINANCIAL RESULTS:

An overview of the financial performance of your Company for the year 2018-19 is as under: (Amount in Lakhs)

Particulars Year ended
31.03.2019 31.03.2018
Revenue from Operations 15.91 35.01
Other Income 8.80 1.77
Total Income 24.71 36.78
Less: Expenditure 22.78 35.10
Profit/(Loss) before tax 1.92 1.68
Less : Current tax 0.54 0.33
Less : Deferred tax 0.58 -0.02
Less : Previous Year Tax 0.00 0.00
Profit after Tax 0.80 1.37

The financial statements of your Company have been prepared in accordance with the applicable Accounting Standards, Schedule III of the Companies Act, 2013 and other applicable laws/ regulations.

During the year under review, your Company recorded a total income of Rs.24.71lakhs as compared to Rs.36.78 lakhs in the previous financial year, lower by 32.82 %. The Profit for the same period stands at Rs.0.80 Lakhs as compared to the Profit of Rs. 1.37 lakhs in the previous financial year. There has been a decline in profitability owing to a flat top line due to adverse market conditions in a challenging year with comparatively slight decline in administrative and selling expenses.

2. DIVIDEND:

To conserve resources for future business expansion, the Board of Directors of your Company, do not recommend any dividend for the FY 2018-19.

3. TRANSFER TO RESERVES:

The Board of Directors of your Company has decided not to transfer any amount to the Reserves for the FY 2018-19.

4. DEVELOPMENT DURING THE YEAR:

During the year under review, Mr. Siddharth Shah (Acquirer) entered into a Share Purchase Agreement (SPA) dated August 09, 2018 with Mr. Amit Mittal, Mr. Rohit Mittal and Mr. Mohit Mittal, the erstwhile promoters of the Company for acquisition of 15,68,405 equity shares in aggregate representing 43.57% of the equity share capital of the Company. Consequent to execution of SPA, the Acquirer triggered the open offer to acquire 9,36,000 equity shares of the Company representing 26% of total share capital of the Company. The Open Offer was given in due compliance with all the applicable provisions of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover)Regulations, 2011 and all the legal and procedural formalities which were ancillary and incidental to said open offer were duly complied with.

Consequent to said Open Offer, Mr. Siddharth Shah is holding 15,68,405 equity shares of face value of Rs. 10/- each of the Company which represents 43.57% of total equity share capital of the Company.

5. COPY OF ANNUAL RETURN:

As per the amended Section 92 (3) of the Companies Act, 2013, copy of the extract of Annual Return for the year ended March 31,2019 is placed on the website of the Company i.e. https://www.roxyexports.in/annual-reports.htmlin the prescribed form MGT-9, which forms part of this report.

6. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

Regular meetings of the Board of Directors and its Committees are held to discuss and decide on various business policies, strategies, etc.

During the year under review, 5 (five) Meetings of the Board of Directors were convened and held on May 28, 2018; August 10, 2018; October 17, 2018; November 14, 2018 and February 14, 2019. The intervening gap between the two consecutive meetings of the board is within the period prescribed under the Companies Act, 2013. The details of meetings of the Board of Directors and various Committees of the Board are given in the Corporate Governance Report which forms part of this Report.

7. 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.

8. AUDIT COMMITTEE:

The Company has constituted qualified and independent Audit Committee. The Company s Audit Committee comprises of Mr. Vinod Jain-Chairman, Mr. Harpreet Malhi-Member and Mr. Vivek Marwaha-Member. Mr. Amit Mittal resigned from the position of Whole Time Director w.e.f. April 10, 2019. Accordingly, Mr. Amit Mittal ceased to be a member of Audit Committee w.e.f. April 10, 2019. 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.

9. 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 rules framed thereunder read with 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 and remuneration paid to them are given separately in the attached Corporate Governance Report which forms part of this Report.

10. PERFORMANCE EVALUATION:

In terms of provisions of the Companies Act, 2013 read with Rules issued there under and Regulation 25 of SEBI (LODR) Regulations, 2015 and further circular no. SEBI/HO/CFD/CMD/CIR/P/2017/004 dated 05/01/2017 issued by SEBI on Guidance note on Board Evaluation , evaluation process was carried out internally for the performance of the Board, its Committees and Individual Directors.

The Independent Directors met on March 19, 2019 to review performance evaluation of Non Independent Directors and the Board as a whole including the Chairman.

The Nomination and Remuneration Committee carried out evaluation of performance of each Director in the meeting held on May 30, 2019.The Board of Directors carried out performance evaluation of the Board, each Director and the Committees for the financial year ended March 31,2019 in their meeting held on May 30, 2019 based on various aspects which, inter alia, included the level of participation in the Board Meetings, understanding of their roles and responsibilities, business of the Company along with the effectiveness of their contribution.

11. AUDITORS AND THEIR REPORT:

M/s Anup Kumar Jain & Co., Chartered Accountants having Firm Registration No. 05731N were appointed as the Statutory Auditors of the Company by the Members at the Annual General Meeting (AGM) held on September 30, 2014 for a period of five consecutive years to hold office from the conclusion of 25th AGM till the conclusion of the 30th AGM to be held for the FY 2018-19, subject to ratification by members at every AGM. Accordingly, the present Statutory Auditors, M/s Anup Kumar Jain & Co., Chartered Accountants have completed their tenure of one term of five consecutive years. They will be holding the office of the Statutory Auditors up to the conclusion of the forthcoming Annual General Meeting.

M/s. Anup Kumar Jain & Co., Chartered Accountants have expressed their unwillingness to continue as Statutory Auditors of the Company for second term of five consecutive years. The Audit Committee at its meeting held on May 30, 2019 has recommended the name of M/s. Taori Sandeep & Associates, Chartered Accountants, Mumbai as the Statutory Auditors of the Company for a period of five consecutive years commencing from the conclusion of the 30thAGM till the conclusion of the 35th AGM of the Company to be held for the financial year 2023-2024.The Board of Directors ,based on the recommendations of Audit Committee and after considering the qualification and experience, proposes the name of M/s. Taori Sandeep & Associates, Chartered Accountants, Mumbaias the statutory auditors of the Company to the members for their approval.

M/s. Taori Sandeep & Associates, Chartered Accountants, Mumbai have consented to the said appointment and confirmed that they are eligible for appointment as statutory auditors and are not disqualified under Section 141 and other relevant provisions of the Companies Act, 2013 ( the Act ), the Chartered Accountants Act,1949, or the rules and regulations made there under and the proposed appointment would be within the limits stipulated under the Act. They have also confirmed that they hold a valid certificate issued by the Peer Review Board of The Institute of Chartered Accountants of India (ICAI).

The Board places on record its appreciation for the contribution made by M/s. Anup Kumar Jain & Co., Chartered Accountants during their tenure as the Statutory Auditors of the Company.

There are no qualifications or observations or remarks made by the Statutory Auditors in their report for the F.Y. 2018-19.

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.

12. SECRETARIAL AUDIT 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 has appointed M/s. Neha Arora & Associates, Company Secretaries, to carry out Secretarial Audit of the Company for the financial year 2018-2019. The Secretarial Audit Report received from them is appended as Annexure A and forms part of this report.

The comments made by the Secretarial Auditors in their report are self-explanatory.

Observation: During the year 2018-19, the Company has not appointed an Internal Auditor as required under section 138 of the Companies Act, 2013.

Management Reply: Company is in process of identifying prospective firm to be appointed as an Internal Auditor of the Company and will appoint the same in the current financial year.

13. 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.

14. 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.

15. 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.

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

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

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITHRELATED 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 for the financial year 2018-19. 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 Form AOC - 2 under Companies (Accounts) Rules, 2014 are appended as Annexure B.

18. 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.

19. CONSERVATIONOF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE

EARNINGS AND OUTGO:

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:

Conservation of energy
the steps taken or impact on conservation of energy The Company takes efforts to reduce its usage of energy and increase its production capacity.
the steps taken by the company for utilizing alternate sources of energy The Company hasn t taken any step towards tapping the alternate sources of energy however the management is in talks to employ other sources of energy too.
the capital investment on energy conservation equipment The Company hasn t made any investment as such on energy conservation equipments however the prospects of such investment are likely in the near future.
Technology absorption
the efforts made towards technology absorption The Company takes efforts towards technology absorption
the benefits derived like product improvement, cost reduction, product development or import substitution NA
in case of imported technology (imported during the last three years reckoned from the beginning of the financial year) NA
the details of technology imported NA
the year of import NA
whether the technology been fully absorbed NA
if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and NA
the expenditure incurred on Research and Development NA
Foreign exchange earnings and Outgo
The Foreign Exchange earned in terms of actual inflows during the year Nil
The Foreign Exchange outgo during the year in terms of actual outflows Nil

20. 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 non-business risk. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework. The details of the same are set out in the Corporate Governance Report forming part of the Boards Report.

21. CORPORATE SOCIAL RESPONSIBILITY:

The Company does not fulfil 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.

22. 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. The details of the policy are posted on the website of the Company under the link https://www.roxyexports.in/policies.html.There were no complaints received during the year 2018-19.

23. DIRECTORS & KEY MANAGERIAL PERSONNEL:

Present composition of the Board of Directors is as follows:

Mr. Siddharth Shah Managing Director
Mr. Ankit Shah Additional Director
Mr. Vivek Marwaha Independent Director
Mr. Vinod Jain Independent Director
Mr. Harpreet Malhi Independent Director
Ms. Maneesha Naresh Additional Director

Cessation

Mr. Subhash Mittal (DIN:02739014) resigned as Managing Director of the Company w.e.f. April 10, 2019. Mr. Subhash Mittal was appointed as a Director of the Company w.e.f. July 20, 2009 and subsequently appointed as a Managing Director of the Company w.e.f. September 1, 2015.

Mr. Amit Mittal (DIN: 01691317) resigned as Whole Time Director of the Company w.e.f. April 10, 2019. Mr.Amit Mittal was appointed as a Director of the Company w.e.f. February 3, 2007 and subsequently appointed as a Whole Time Director of the Company w.e.f. September 1, 2015.

Ms. Shukla Mittal (DIN: 00798470), Executive Director and Mr. Rohit Mittal (DIN: 01691297), Executive Director and CFO of the Company resigned w.e.f. April 10, 2019.

Mr. Vasanth Bantwal (DIN: 06466845)was appointed as an Additional Director of the Company w.e.f. April 12, 2019. Mr. Vasanth Bantwal has resigned from the Additional Directorship of the Company w.e.f. July 1, 2019.

Mr. Amandeep Singh has resigned from the post of the Company Secretary and Compliance Officer of the Company w.e.f. August 14, 2019.

The Board places on record its sincere appreciation for the active involvement of Mr. Subhash Mittal, Mr. Amit Mittal, Ms. Shukla Mittal and Mr. Rohit Mittal and valuable guidance provided by them to the Board during their tenure as Managing Director, Whole Time Director and Director of the Company respectively.

Appointment

Mr. Siddharth Shah (DIN: 01343122) was appointed as an Additional Director of the Company w.e.f. October 17, 2018.Subsequently, the Board of Directors of the Company at their meeting held on May 30, 2019 appointed Mr. Siddharth Shah as Managing Director of the Company for a period of three years w.e.f. June 1, 2019 subject to the approval of the members.

Mr. Ankit Shah(DIN: 02495202), was appointed as an Additional Director of the Company w.e.f. October 17, 2018. As per provisions of Section 161 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Ankit Shah holds office upto the date of ensuing Annual General Meeting of the Company.

Ms. Maneesha Naresh (DIN: 08118293), was appointed as an Additional Director of the Company w.e.f. April 12, 2019. As per the provisions of Section 161 of the Companies Act, 2013 and Articles of Association of the Company, Ms. Maneesha Nareshholds office up to the date of ensuing Annual General Meeting and is eligible for appointment. The Company has received a notice under Section 160 of the Act from one of the members of the Company signifying his intention to propose the candidature of Ms. Maneesha Naresh to the office of Independent Director of the Company for a period of five consecutive years w.e.f. September 30, 2019.The Nomination and Remuneration Committee at its meeting held on August 14, 2019 has recommended the appointment of Ms. Maneesha Naresh as an Independent Director for a period of five consecutive years. Pursuant to the provisions of Section 149, 150, 152 and other applicable provisions of the Companies Act, 2013 and the Rules made there under (including any statutory modification(s) or re-enactment thereof for the time being in force), read with Schedule IV of the Companies Act, 2013, your Directors are seeking appointment of Ms. Maneesha Nareshas an Independent Director for a term of five consecutive years with effect from September 30, 2019.

The Company has received a notice under section 160 of the Companies Act, 2013 from one of the members of the Company signifying his intention to propose the candidature of Mr. Santosh Tripathi for the office of the Independent Director not liable to retire by rotation to hold office for a term of five consecutive years commencing from the date of the Annual General Meeting i.e. September 30, 2019

Brief profile of Ms. Maneesha Naresh and Mr. Santosh Tripathi in terms of SEBI (LODR) Regulations, 2015, is provided at the end of the Notice of Annual General Meeting and in the Corporate Governance Report.

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

Mr. Rohit Mittal, Chief Financial Officer (CFO) of the Company had resigned w.e.f. April 12, 2019. Consequent to the resignation of Mr. Rohit Mittal, Mr. Ashish Parkar was appointed as CFO of the Company w.e.f. May 30, 2019.

Consequent to Mr. Amandeep Singh resignation, the Board of Directors of the Company appointed Mr. Nishant Padtare as the Company Secretary and Compliance Officer of the Company w.e.f. August 14, 2019.

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 (Appointed w.e.f. June 1, 2019)
Mr. Ashish Parkar Chief Financial Officer (Appointed w.e.f. May 30, 2019)
Mr. Nishant Phadtare Company Secretary (Appointed w.e.f. August 14, 2019).

24. 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 at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

Pursuant to the provisions of Section 134(5)(f) of the Act, the Company has devised proper systems to ensure compliance with the provisions of all applicable laws. Each department of the organization ensured that it had complied with the applicable laws and furnished its report to the Head of department who then along with the Company Secretary discussed on the compliance status of the department. Any matter that required attention was immediately dealt with. The Company Secretary reported to the Audit Committee and the Board on the overall compliance status of the Company. In effect, such compliance system was largely found to be adequate and operating effectively. The Directors have in the Directors Responsibility Statement under paragraph (f) also confirmed the same to this effect.

25. SUBSIDIARYCOMPANIES:

The Company does not have any Subsidiary Company.

26. TRANSFER OF UNCLAIMED DIVIDEND AMOUNTS AND SUCH SHARES TO INVESTOR

EDUCATION AND PROTECTION FUND:

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

27. PARTICULARS OF EMPLOYEES AND THEIR REMUNERATION:

None of the employees of your Company were in receipt of remuneration in excess of the limits as laid down under Rule 5 of the 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 of the Company is as follows:

The Company has 4 (four) Executive Directors and remuneration paid to them, if any is disclosed in MGT-9.

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:

Employed throughout the year Nil
Employed for part of the year Nil

The remuneration paid to all Key Managerial Personnel was in accordance with the remuneration policy as adopted by the Company.

28. CORPORATE GOVERNANCE REPORT:

The Company adheres to the principles of Corporate Governance mandated by the Securities and Exchange Board of India and has implemented all the prescribed stipulations thereof. As stipulated in Regulation 27 of the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015, a detailed report on Corporate Governance and the requisite Auditor s Certificate confirming compliance with the conditions of Corporate Governance, is appended as Annexure –C and forms part of this Report.

29. SIGNIFICANT AND MATERIAL ORDERS PASSSED BY THE COURTS OR

REGULATORS:

During the year no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and company s operations in future.

30. LISTING WITH STOCK EXCHANGES:

The Equity shares of the Company are listed on BSE Ltd.

31. 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 Roxy Exports Limited

Sd/- sd/-
Siddharth Shah Ankit Shah
Managing Director Director
Place: Mumbai
Date: 14.08.2019