DIRECTORS REPORT TO, THE MEMBERS, REDEX PROTECH LIMITED Your Directors have pleasure in presenting their Twenty Fourth Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31.2015 2. DIVIDEND; With a view to enlarge the business operations of the Company, the directors did not recommend any Dividend during the year under review. 3. Directors and Key Managerial Personnel: MRS. ANGANA BHAGAT. Woman Director of the Company retires by rotation at the forthcoming Annual General Meeting and being eligible, offer herself for reappointment. During the year under review. MR. JAYPRAKASH SHARMA & MR. HIRENBHAI PATEL have been appointed as an Independent Directors for term of Five years with effect from 30th September. 2014. Further, MRS. ANGANA BHAGAT has been appointed as Woman Director with effect from 30th September, 2014. The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section 6 of Section 149 of the Companies Act. 2013 and under clause 49 of the Listing Agreement which is hereby enclosed as Annexure I". Also. MR. VIKRAM BHAGAT had been appointed Managing Director & Chief Financial Officer (CFO) with effect from 12th August. 2014. 4. Meetings: During the year Four Board Meetings and Nineteen Audit Committee Meetings were convened and held. The dates on which the said Board meetings were held: May 28, 2014, August 12. 2014, November 14. 2014 & February 9. 2015. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. The company has several committees which have been established as a part of best corporate governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statues. The Board has constituted following Committees. > Audit Committee ^ Nomination and Remuneration Committee > Stakeholder's Relationship Committee > Share Transfer Committee The details with respect to the compositions, powers, roles, terms of reference etc. of relevant committees are given in detail in the 'Report on Corporate Governance' of the company which forms part of this Annual Report. 6. Extracts of Annual Return Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014 the extracts of the Annual Return as at March 31, 2015 forms part of this report as "Annexure 11". 7. STATUTORY AUDITORS & AUDIT REPORT; M/s. ARVIND A. THAKKAR & CO., (Firm Registration No. 100571W), Chartered Accountants have been appointed as statutory auditors of the company at the Annual General Meeting held on September 30. 2014 to hold office from the conclusion of Annual General Meeting^AGM) held on September 30. 2014 for a consecutive period of five (5) financial years, subject to ratification by the shareholders annually. Accordingly, ratification of appointment of Statutory Auditors is being sought from the members of the company at the ensuing AGM. In this regard, the Company has received a certificate from the auditors to the effect that if their appointment is ratified, it would be in accordance with the provisions of Section 141 of the Companies Act. 2013.Auditors comments on your company's accounts for year ended March 31, 2015 are self explanatory in nature and do not require any explanation as per provisions of Section 134(3)(f) of the Companies Act, 2013. Notes to the accounts referred to in Auditor's report arc self explanatory and therefore do not call for any further comments. 8. Internal Control systems During the year, the Company continued to implement their suggestions and recommendations to improve the control environment Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. 9. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT: Pursuant to Section 204 of the Companies Act. 2013, your company had appointed M/s. A. Shah & Associates. Practising Company Secretaries, Ahmedabad. as its Secretarial Auditors to conduct the Secretarial Audit of the company for FY 2014-15. The Report of the Secretarial Auditor for the FY 2014-15 is annexed to this report as "Annexure HI". Secretarial Auditors have qualified their report to the Members of the Company & in this connection; the Board of Directors of the Company has discussed the same at arm's length and agreed to take the corrective steps on following Qualifications: 1. Company is listed on Ahmedabad Stock Exchange (ASE) but no statutory compliance are done with the stock Exchange pursuant to Listing Agreement, Depositories Act and any other compliance as required to be done with a Stock Exchange. 2. Company is yet to comply with Clause 47(a) of Listing Agreement 3. Company is not in compliance with to Section 203 (1) (ii) of Company's Act, 2013 4. Company is yet to comply with the section 138 of the Companies Act, 2013 I.e. Internal Auditor needs to be appointed to conduct the internal audit of the functions and activities of the company. Secretarial Auditor report (MR-3) is self explanatory and therefore do not call for any further comments. 10. BOARD EVALUATION: Board of directors of the Company evaluated performance of independent directors as well as board as whole, On the basis of criteria laid down by the Nomination and Remuneration Committee and it was framed that overall performance and contribution of directors of the Company are satisfactorily and they are making their best efforts for the advancement of the Company 11. Fixed Deposits Your company has not accepted any fixed deposits from the public within the provisions of Section 73 to 76 of the Companies Act, 2013. Hence, the disclosures required as per Rule 8(5)(v)&(vi) of the Companies (Accounts) Rules, 2014, read with Section 73 to 76 of the Companies Act, 2013 are not applicable to your Company. 12. Corporate Governance The Company believes that good Corporate Governance is a continuous process and it is our continuous endeavor to achieve good governance, by way of a conscious and conscientious effort whereby ensuring the truth, transparency, accountability and responsibility in all our dealings with all our stakeholders. A separate section on Corporate Governance Standards followed by your company, as stipulated under Clause 49 of the Listing Agreement is enclosed as Annexure to this Report. The Report on Corporate Governance also contains certain disclosures required under Companies Act. 2013. A certificate from M/s. ARVIND A. THAKKAR & CO., Chartered Accountants, conforming compliance to the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement, is annexed to this Report 13. Vigil Mechanism In pursuant to the provisions of section 177(9) & (10) of the Companies Act. 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.redeyprotech.com under investors/others/Whistle blower Policy link. 15. Foreign Exchange Earnings / Outgo;- As the Company has not carried out any activities relating to the export and import during the financial year. There is no foreign exchange expenses and foreign income during the Financial year. 16. NOMINATION ANPJIEMUNERAT1QN POLICY The Board has on the recommendation of Nomination and Remuneration / Compensation Committee framed a policy on directors' appointment and remuneration of Directors including criteria for determining qualification, positive attributes, independence of directors and remuneration for Directors, Key Managerial Personnel and other employees. The policy is annexed to this report as "Annexure IV". 17. Particulars of Contracts or Arrangements with Related Parlies All related party transactions that were entered during the financial year were in ordinary course of the business of the company and were on arm's length basis. There were no materially significant related party transactions entered by the Company with Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the company. All such Related Party Transactions are placed before the Audit Committee for approval. The policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions as approved by the Audit Committee and the Board of Directors is has been uploaded on the website of the Company at www.redexprotech.com under investors/others/ Related Party Transaction Policylink. The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 is disclosed in Form No. AOC-2 in "Annexure V". 18. Particulars of Loans. Guarantees or Investment* under Section 186 In terms of provisions of Section 134(3)(g), the Particulars of Loans. Guarantees or Investments under Section 186, is annexed hereto as "Annexure VI" and forms part of this Report 19. PARTICULARS OF EMPLOYEES REMUNERATION; A. The ratio of the remuneration of each director to the median employee's remuneration and other details in terms of sub-section 12 of Section 197, of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as "Annexure VII". B. The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not provided as no employees is paid remuneration of Rs. 5 Lac Per month if employed for part of the year and Rs. 60 Lacs Per Annum if employed for the whole year. 20. Unman Resources Your Company treats its "human resources" as one of its most important assets. Your Company continuously invest in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation. and job enlargement. 21. QBL1GAT1QN.0F COMPANY UNDER THE spx»AI, HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013; 1. Disclosure under Section 22 of the Sexual Harassment Of Women At Workplace (Prevention, Prohibition and Redressal) Act, 2 0 1 3 : Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act. 2013 is not applicable to the Company as there is no woman at the workplace of the Company. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee. Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year Company has not received any complaint of harassment. 22. CHANGE IN NATURE OF THE BUSINESS; There has been no change in the nature of business of the company during the year under review. 23. MANAGEMENT DISCUSSION AND ANALYSIS: As per Clause 49 of listing agreement with the Stock Exchanges, a separate section on Management Discussion and Analysis outlining the business of the Company is set out in Annexure forming part of this Report. 24. SIGNIFICANT OR MATERIAL ORDERS AGAINST COMPANY; No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company's operation in future. 25. Directors' Responsibility Statement; Pursuant to requirement under 134(3)(c) of the Companies Act, 2013 (Act), Directors, confirm that: (a) in the preparation of the annual accounts for the year ended on 31« March. 2015, the applicable accounting standards read with requirement set out under Schedule III to the Act. have been followed and there are no material departures from the same; (b) 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 as at March 31, 2015 and of the profit of the company for the year ended on that date; (c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act 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 are operating effectively and (f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively 26. Acknowledgement Your Directors wish to place on record their gratitude and sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Directors would 'like to express a profound sense of appreciation for the commitment shown by the employees in supporting the Company in its continued robust performance on all fronts. BY ORDER OF THE BOARD OF DIRECTORS. FOR, REDEX PROTECH LIMITED MR. VIKRAM BHAGAT Mg. Director (DIN:00114739 Place: AHMEDABAD Date: 12/08/2015 |