| Dear Members,
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.
FINANCIAL RESULTS
The Financial Results arc stated as under:
(Rs)
PARTICULARS Year Ended Year Ended
31.03.2015 31,03,2014
Sales & Operating Income 13,39,06,476 15,17,98,391
Other Income 91,71,005 65,67,307
Total Expenditure with 14,14,31,049 15,41,78,902
Depreciation
Gross Income/ (Loss) before 16,46,432 41,86,796
Taxation
Provision for Taxation 5,51,200 [Current Tax 800000-
800000 MAT Credit] = 0
Net Profit 10,95,232 41,86,796
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 hoard 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 hoard 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 hoard 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;
(h) a program on Corporate Governance;
(e) 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 he 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 he 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 he 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 he 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 re- appointment as the
statutory auditors of the company and shall he 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 he 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 he 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) "Annexure-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 he 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 he 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
DATE: 14.08.2015 For RAJLAXMI INDUSTRIES LIMITED
PLACE: Mumbai Sd/-
Regd. Off. Rahul Jagnani
Shop No. 43 Cine Prime Mall, Managing Director
Kanakia Road, Mira Road(E), Thane, (DIN : 05334200)
Maharastra-401107
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