DIRECTORS' REPORT To, The Shareholders, Rajlaxmi Industries Limited The Directors have pleasure in presenting their 30th Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2015. OPERATIONS The Company has earned profit after tax of Rs. 10,95,232 /- during the current financial year as against Rs. 41,86,796 /- earned during the previous financial year. Profit before tax is 16,46,432 /- as compared to 41,86,796 /- in previous year. DIVIDEND In view of the carry forward losses incurred in the earlier years and pursuant to section 123 of the Companies Act, 2013, the board regrets its inability to declare any dividend for the year under review. SUBDIVISION OF EQUITY SHARES The Company sub-divided its share capital from Rs. 10/- each face value into 10 equity shares of Re. 1/- each face value by passing special resolution in Extra Ordinary General Meeting of the Company and accorded the share holders dated 25th July, 2014. DEPOSITS As on 31.03.2015, the company held no deposit in any form from anyone. There was no deposit held by the company as on 31.03.2015, which was overdue or unclaimed by the depositors. For the present the broad of directors have resolved not to accept any deposits from public. CORPORATE GOVERNANCE As per the directions of SEBI and the Bombay Stock Exchange Ltd., accordingly the company has been adhering to the directions and guidelines as required. The report on the code of corporate governance is annexed separately in this Annual report. DIRECTORS The Companies Act, 2013, provides for the appointment of independent directors. Sub-section (10) of Section 149 of the Companies Act, 2013 provides that independent directors shall hold office for a term of up to five consecutive years on the board of a company; and shall be eligible for re-appointment on passing a special resolution by the shareholders of the Company. Further, according to Sub-section (11) of Section 149, no independent director shall be eligible for appointment for more than two consecutive terms of five years. Sub-section (13) states that the provisions of retirement by rotation as defined in Sub-sections (6) and (7) of Section 152 of the Act shall not apply to such independent directors. During the last AGM to till date under review the following directors appointed on the board of the company: 1. Mr. Aditya Jaipuria (DIN- 00667367), as Executive Additional Director of the Company on 30.06.2015. 2. Mr. Kushal Jain (DIN- 06757071) and Ms. Swati Sharma (DIN- 06757066) appointed as Independent Additional Director of the Company on 30.06.2015 3. Mr. Shri Kant (DIN: 01525589) appointed as Independent additional director of the Company on 30.06.2015. During the last AGM to till date under review the following director due to preoccupation resigned from the Board of the company: 1. Mr. Amit Kumar Daga (DIN - 06450709) on 11/07/2015; 2. Mr. Suraj Sonkar (DIN -06731467) on 30.06.2015. The Company has been received notice from a member proposing Mr. Shri Kant and Ms. Swati Sharma as a candidate for the office of Director on the Board of the company as Independent Director the Board of Directors has recommended the appointment of Mr. Shri Kant and Ms. Swati Sharma as the Independent Director of the company with effect from this AGM to till the next Annual general meeting will be held in the calendar year of 2016. BOARD EVALUATION Clause 49 of the Listing Agreement mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the corporate governance report section in this Annual Report. The Board approved the evaluation results as collated by the nomination and remuneration committee. NUMBER OF MEETINGS OF THE BOARD The Board met 7 times during the financial year, the details of which are given in the corporate governance report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board and separate its functions of governance and management. As on March 31, 2015, the Board consists of 3 members. Out of which one is the Managing Director, two Independent Directors on the Board of the Company. The policy of the Company on directors' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Subsection (3) of Section 178 of the Companies Act, 2013, adopted by the Board, are stated in this Board report. We affirm that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the Company. TRAINING OF INDEPENDENT DIRECTORS Every new independent director of the Board attended an orientation program. To familiarize the new inductees with the strategy, operations and functions of our Company, the executive directors / senior managerial personnel make presentations to the inductees about the Company's strategy, operations, product and service offerings, markets, software delivery, organization structure, finance, human resources, technology, quality, facilities and risk management. The Company has organized the following workshops for the benefit of Directors and Independent Directors: (a) a program on how to review, verify and study the financial reports; (b) a program on Corporate Governance; (c) Provisions under the Companies Act, 2013; and (d) SEBI Insider Trading Regulation, 2015. Further, at the time of appointment of an independent director, the Company issues a formal letter of appointment outlining his/her role, functions, duties and responsibilities as a director. COMMITTEES OF THE BOARD Currently, the Board has five committees: 1. Audit Committee, 2. Nomination and Remuneration Committee, 3. Stake Holders Relationship Committee, 4. Share Transfer Committee, 5. Risk Management Committee. A detailed note on the Board and its committees is provided under the corporate governance report section in this Annual Report. DECLARATION BY INDEPENDENT DIRECTORS The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. INDEPENDENT DIRECTORS DECLARATIONS In the opinion of the Board, the independent directors are, individually, person of integrity and possess relevant expertise and experience. The Independent Directors under section 149(6) of the Companies Act, 2013 declared that: 1. They are not a promoter of the Company or its holding, subsidiary or associate company; 2. They are not directors in the company, its holding, subsidiary or associate company. 3. The independent Directors have/had no pecuniary relationship with company, its holding, subsidiary or associate company, or their promoters, or directors, during the two immediately preceding financial years or during the current financial year; 4. None of the relatives of the Independent Directors have or had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to two percent, or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year; 5. Independent Director, neither himself nor any of his relatives— • holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed; • is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of— a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; DIRECTORS' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134(3) (c) OF THE COMPANIES ACT. 2013. The financial statements are prepared in accordance with the Generally Accepted Accounting Principles (GAAP) under the historical cost convention on accrual basis. GAAP comprises mandatory accounting standards as prescribed under Section 133 of the Companies Act, 2013 ('the Act'), read with Rule 7 of the Companies (Accounts) Rules, 2014, the provisions of the Act (to the extent notified) and guidelines issued by the Securities and Exchange Board of India (SEBI). There are no material departures from prescribed accounting standards in the adoption of these standards. The directors hereby confirm that: 1. In preparation of the annual accounts for the financial year ended March 31, 2015, the applicable accounting standards have been followed. 2. The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period. 3. The directors have taken proper and sufficient care towards 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. 4. The directors have prepared the annual accounts on a going concern basis. 5. The directors have laid down internal financial controls, which are adequate and are operating effectively. 6. The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively. AUDITORS STATUTORY AUDITORS At the Postal Ballot Result announced on August 31, 2015, M/s. Agarwal Desai and Shah, Chartered Accountants, Mumbai were appointed as statutory auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2015. In terms of the first proviso to Section 139 of the Companies Act, 2013, the name of Statutory auditors propose for reappointment as the statutory auditors of the company and shall be placed for shareholder approval in this Annual General Meeting. Accordingly, the re-appointment of M/s. Agarwal Desai and Shah, Chartered Accountants, as statutory auditors of the Company for a term of 3 year from this AGM to the conclusion of AGM will be held in the calendar year of 2018, is placed for approval by the shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013. AUDITOR'S REPORT The Auditors have not made any qualification to the financial statement. Their reports on relevant notes on accounts are self explanatory and do not call for any comments under section 134 of the companies Act, 2013. SECRETARIAL AUDITOR Mr. Anand Khandelia, Practicing Company Secretaries was appointed to conduct the secretarial audit of the Company for the financial year 2014-15, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The secretarial audit report for FY 2014-15 forms part of the Annual Report and part of the Board's report as "Annexure -1". PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large, for the information of related party transaction sheet attached as (AOC-2) "Anncxurc-3". SUBSIDIARY COMPANIES The Company does not have any subsidiary therefore the Annexure of AOC-1 is not attached in separately in annual report. CODE OF CONDUCT The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The Code has been posted on the Company's website www.rajlaxmiindustriesltd.com The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure. All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard. VIGIL MECHANISM / WHISTLE BLOWER POLICY The Company has a vigil mechanism named Fraud and Risk Management Policy to deal with instance of fraud and mismanagement, if any, in staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility. The Company has a Fraud Risk and Management Policy to deal with instances of fraud and mismanagement, if any. The FRM Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern. A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board. PREVENTION OF INSIDER TRADING The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board of Directors and the designated employees have confirmed compliance with the Code. SIGNIFICANT AND MATERIAL ORDERS There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future. EXTRACT OF ANNUAL RETURNS In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the annual return is annexed as "Annexure -2". 1. The Paid up capital of the Company is Rs. 31,00,00,000/- consisting of 31,00,00,000 equity shares of face value of Re.l/- each. 2. The Board of Directors of the company consists of 5 Directors namely Mr. Rahul Jaganani Managing Director, Mr. Aditya Jaipuria Additional Executive Director, Mr. Shri Kant Additional Independent Director, Ms. Swati Sharma Additional Independent Director and Mr. Kushal Jain Additional Independent Director of the Company. 3. The secured debt of the company is Nil. 4. The Promoters holding is consists of 50,65,000 equity shares of Rs.l/- each amounting to 1.63%. 5. There was no un-paid dividend during the year. By order of the Board For RAJLAXMI INDUSTRIES LIMITED Sd/- Rahul Jagnani Managing Director (DIN : 05334200) DATE: 14.08.2015 PLACE: Mumbai Regd. Off. Shop No. 43 Cine Prime Mall, Kanakia Road, Mira Road(E), Thane, Maharastra-401107 |