Mar 31, 2024
Your Directors have pleasure in presenting their 36th Annual Report together with the Audited Financial
Statements of the Company for the Year ended 31st March 2024.
|
Particulars |
2023-24 |
2022-23 |
|
Sales Turnover |
0 |
0 |
|
Other Income |
0 |
0.38 |
|
Total Income |
0 |
0.38 |
|
Total Expenditure |
1.64 |
0.45 |
|
Profit before Depreciation |
(1.64) |
(0.45) |
|
Less: Deprecation |
0 |
0 |
|
Profit after depreciation, Interest and other Expenses |
(1.64) |
(0.45) |
|
Less: Taxes(Including Deferred Tax) |
0 |
0 |
|
Net Profit after Tax before dividend |
(1.64) |
(0.45) |
|
Dividend(Including Interim, if any, and final) |
0 |
0 |
|
Net profit after dividend and Tax |
(1.64) |
(0.45) |
During the year under review, the revenue of the company from operations is Rs. Nil and it was attributed
to an overall slowdown in the economy. The Board of Directors is making all efforts for the better
opportunities of the company.
The Company has incurred loss during the financial year ended 31st March, 2024. Your Directors are
making all efforts to improve the performance of the Company in future.
Company has an Authorized Share Capital of Rs.3,50,00,000 (Rupees Three Crore Fifty lakhs only),
divided into 70,00,000 (Seventy Lakhs) Equity Shares of INR 51- each. The Paid-up Share Capital of Rs.
3,01,40,000 (Rupees Three Crore One Laldi Forty Thousand only), divided into 60,28,000 (Sixty Lakh
Twenty-Eight Thousand) equity shares of face value of INR 51- each. No changes have occurred in the
current financial year as compared to the last financial year 2022-2023.
There has been no Change in the Share Capital of the Company dining the financial year under review.
a) Buy Back of securities: The Company has not bought back its shares /securities during the year under
review.
b) Sweat Equity: No Sweat Equity Shares are issued during the year under review.
c) Bonus Shares: No Bonus Shares were issued during the year under review.
d) Employees Stock Option Plan: The Company has not provided any Stock Option Scheme to the
employees.
As the Company has incurred loss during the current financial year, thus, the Board of Directors of the
Company do not recommend any dividend for this financial year.
The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend
declared and paid last year.
There was no change in the nature of business during the financial year 2023-24.
During the financial Year under review, losses incurred by the company were adjusted with the Revenue
and Surplus account.
The Company has not provided any Employee Stock Option Scheme to its employees. The Company has
not issued equity share with differential rights as to dividend, voting or otherwise.
Company does not have any Subsidiary, Joint venture or Associate Company.
During the Financial Year 2023-24, there had been no change in the nature of the business of the
Company.
An extract of Annual Return for the year ended March 31, 2024, as prescribed in Section 92(3) of the
Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules,
2014, is available on the website of the Company on the following link:
https://www.rekvinalaboratories.com/
There have been no instances of fraud reported by the Statutory Auditors under Section 143 of the Act
read with relevant Rules framed thereunder either to the Company or to the Central Government.
The Company has not issued any equity shares with differential voting rights or employee stock options or
sweat equity shares.
As on 31st March, 2024, the Board of your Company consists of Five Directors as follows:
|
S. No. |
DIN Number |
Name of Directors |
Appointment of |
Designation |
|
1. |
03157373 |
Vibha Mukesh Shah |
21/03/2015 |
Director |
|
2. |
01993130 |
Mukesh Jamnadas Shah |
02/10/1997 |
Director |
|
3. |
01993211 |
Amit Mukesh Shah |
01/08/2000 |
Director |
|
4. |
05114700 |
Mahendra Shantilal Dalai |
01/10/2010 |
Additional Director |
|
5. |
05114743 |
Jitendra Laljibhai Doshi |
01/10/2010 |
Additional Director |
|
6. |
06814823 |
Bhavesh Prabhudas Vora |
14/11/2022 |
Independent Director |
All the Directors are having vast knowledge and experience in their relevant fields and the Company had
benefitted immensely by their presence in the Board.
During the year under review, there was no change in Board of Directors. However, after the closure of
this financial year the following changes are made in the composition of Board of Directors and KMP:
|
DIN/PAN |
Name of Directors |
Date of Appointment/Cess |
Designation |
|
03157373 |
Vibha Mukesh Shah |
22/05/2024 |
Director |
|
05114700 |
Mahendra Shantilal Dalai |
30/09/2011 |
Add Director |
|
05114743 |
Jitendra Laljibhai Doshi |
30/09/2011 |
Add Director |
|
10518738 |
Nilesh Harkesh Yadav |
22/05/2024 |
Add Independent Director |
|
10017258 |
Jaishree Babulal Jain |
05/08/2024 |
Add Woman Director |
|
NA |
Pravin Chauhan |
22/05/2024 |
Chief Financial Officer |
|
01993211 |
Amit Mukesh Shah |
22/05/2024 |
Managing Director |
|
NA |
Srishty Bansal |
11/06/2024 |
Company Secretary & Compliance |
|
01993130 |
Mukesh Jamnadas Shah |
Demise on 18/06/2024 |
Director |
|
01993300 |
Surbhit Mukesh Shah |
02/09/2024 |
Executive Director |
|
00448083 |
Dhruvalkumar Patel |
02/09/2024 |
Additional Independent Director |
|
06373484 |
Chetanbhai Patel |
02/09/2024 |
Additional Independent Director |
|
01328714 |
Ila Pathak |
02/09/2024 |
Additional Woman Director |
In terms of the provisions of Section 152 of the Companies Act, 2013, Mr. Amit Mukesh Shah (DIN:
01993211), is liable to retire by rotation at the Annual General Meeting of the Company and on being
eligible offers himself for re-appointment as Director of the Company.
The Board of Directors of the Company met 5 times during the financial year i.e. from April 1, 2023 to
March 31, 2024. The necessary quorum was present for all the Board Meetings. The maximum time gap
between any of two consecutive meetings did not exceed one hundred and twenty days.
The notice and detailed agenda and other material information are sent in advance to enable the Board to
discharge its responsibilities effectively and take informed decisions.
|
Date of Meeting |
Board Strength |
No. of Directors Present |
|
03.05.2023 |
5 |
5 |
|
30.05.2023 |
5 |
5 |
|
11.08.2023 |
5 |
5 |
|
09.11.2023 |
5 |
5 |
|
12.02.2024 |
5 |
5 |
ATTENDANCE OF DIRECTORS IN THE BOARD MEETING
|
Name of the Director |
No. of Meeting Attended |
|
Mrs. Vibha Mukesh Shah |
5 |
|
Mr. Mukesh Jamnadas Shah |
5 |
|
Mr. Amit Mukesh Shah |
5 |
|
Mr. Mahendra Shantilal Dalai |
5 |
|
Mr. Jitendra Laljibhai Doshi |
5 |
|
Mr. Bhavesh Prabhudas Vora |
5 |
With a view to have a more focused attention on business and for better governance and accountability,
the Board has constituted the various committees. The Board Committees meet at regular intervals and
take necessary steps to perform its duties entrusted by the Board. The terms of reference of these
Committees are determined by the Board and their relevance reviewed from time to time. The Minutes
of the Committee Meetings are sent to all Directors and tabled at the Board Meetings.
Currently, the Board has following committees:
⢠Audit Committee;
⢠Nomination & Remuneration Committee;
⢠Stakeholder Relationship Committee;
The Audit Committee is constituted in accordance with the provisions of Section 177 of the Companies
Act, 2013 and the provisions of Regulation 18 of the Listing Regulation. The Committee comprises of
members who possess financial and accounting expertise/exposure.
The Committeeâs composition is in compliance with provisions of Section 177 of the Companies Act,
2013 and Regulation 18 of the Listing Regulations.
The Audit Committee comprises of the following 3 Directors:
|
Name of the Director |
Position & Category |
|
Mr. Bhavesh Prabhudas Vora |
Chairman & Independent Director |
|
Mr. Jitendra Laljibhai Doshi |
Member & Independent Director |
|
Mr. Mahendra Shantilal Dalai |
Member & Executive Director |
The Audit Committee met four times during the Financial Year 2023-24 on 30.05.2023, 11.08.2023,
09.11.2023, 12.02.2024. The necessary quorum was present for all Meetings. The details of attendance
of the members of the Committee at the said meetings are as below:
|
Name of the Director |
Number of Meetings Held |
Number of Meetings |
|
Mr. Bhavesh Prabhudas Vora |
4 |
4 |
|
Mr. Jitendra Laljibhai Doshi |
4 |
4 |
|
Mr. Mahendra Shantilal Dalai |
4 |
4 |
It can be seen from the above details that the frequency of the Committee Meetings was more than the
minimum limit prescribed under applicable regulatory requirements and the gap between two
Committee Meetings was not more than one hundred and twenty days.
The Nomination and Remuneration Committee is constituted in accordance with the provisions of
Section 178 of the Companies Act, 2013 and the provisions of Regulation 19 of the Listing Regulation.
The Committeeâs composition is in compliance with provisions of Section 178 of the Companies Act,
2013 and Regulation 19 of the Listing Regulations.
The Nomination & Remuneration Committee comprises of the following 3 Directors:
|
Name of the Director |
Position & Category |
|
Mr. Bhavesh Prabhudas Vora |
Chairman & Independent Director |
|
Mr. Jitendra Laljibhai Doshi |
Member & Independent Director |
|
Mr. Mahendra Shantilal Dalai |
Member & Executive Director |
The Nomination & Remuneration Committee met One time during the Financial Year 2023-24 on
03.05.2203. The necessary quorum was present for all Meetings. The details of attendance of the
members of the Committee at the said meetings are as below:
|
Name of the Director |
Number of Meetings Held |
Number of Meetings |
|
during the year |
Attended |
|
|
Mr. Bhavesh Prabhudas Vora |
1 |
1 |
|
Mr. Jitendra Laljibhai Doshi |
1 |
1 |
|
Mr. Mahendra Shantilal Dalai |
1 |
1 |
It can be seen from the above details that the frequency of the Committee Meetings was more than the
minimum limit prescribed under applicable regulatory requirements and the gap between two
Committee Meetings was not more than one hundred and twenty days.
The Stakeholder Relationship Committee is constituted in accordance with the provisions of Section
178 of the Companies Act, 2013 and the provisions of Regulation 20 of the Listing Regulation.
|
Name of the Director |
Position & Category |
|
Mr. Jitendra Laljibhai Doshi |
Chairman & Independent Director |
|
Mr. Bhavesh Prabhudas Vora |
Member & Independent Director |
|
Mr. Mahendra Shantilal Dalai |
Member & Executive Director |
The Committeeâs composition is in compliance with provisions of Section 178 of the Companies Act,
2013 and Regulation 20 of the Listing Regulations.
The Stakeholder Relationship Committee comprises of the following 3 Directors:
The Stakeholder Relationship Committee met four times during the Financial Year 2023-24 on
05.04.2023, 13.07.2023, 09.10.2023, 16.01.2024, and. The necessary quorum was present for all
Meetings. The details of attendance of the members of the Committee at the said meetings are as
below:
|
Name of the Director |
Number of Meetings Held |
Number of Meetings |
|
Mr. Jitendra Laljibhai Doshi |
4 |
4 |
|
Mr. Bhavesh Prabhudas Vora |
4 |
4 |
|
Mr. Mahendra Shantilal Dalai |
4 |
4 |
It can be seen from the above details that the frequency of the Committee Meetings was more than the
minimum limit prescribed under applicable regulatory requirements and the gap between two
Committee Meetings was not more than one hundred and twenty days.
The Independent Directors have given the declaration that, they meet the criteria of independence as
provided in Section 149(6) of the Companies Act, 2013 read with Rules made thereunder and Clause (6)
of sub-regulation (i) of Regulation 16 of SEBI (LODR) Regulation 2015.
As per the provisions of Section 186 of the Companies Act, 2013, details regarding Loans, Guarantees and
Investments are given in the notes to the Financial Statements.
Your Company has formulated the policy on materiality of related party transactions and dealing with
related party transactions. All contracts/arrangements/transactions entered by the Company during the
financial year with related parties were in the ordinary course of business and on arm''s length basis.
There have been no material changes which have occurred between the end of financial year till the date
of this report, affecting the financial position of the Company.
Conservation of Energy: Since the Company is not engaged in any manufacturing activity, issues
relating to conservation of energy and technology absorption are not quite relevant to its functioning.
Technology absorption: The Company has not imported any technology. Hence, the particulars with
respect to efforts made towards technology absorption and benefits derived etc. are not applicable to the
Company.
Export Activities: There was no export activity in the Company during the year under review. The
Company is not planning any export in the near future as well.
Foreign Exchange Earnings and Outgo: There was no Foreign Exchange earnings and outgo during the
year under review.
Pursuant to Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI Listing Regulations, your
Company has established a mechanism called âVigil Mechanism (Whistle Blower Policy) for Directors,
employees and Stakeholders of the Company to report to the appropriate authorities about unethical
behavior, actual or suspected, fraud or violation of the Companyâs code of conduct or ethics policy and
provides safeguards against victimization of employees who avail the mechanism.
The Whistle Blower can directly approach the Chairperson of the Audit Committee of the Company and
make protective disclosures about the unethical behaviour, actual or suspected fraud or violation of the
Company''s Code of Conduct in exceptional circumstances.
RISK MANAGEMENT
The Company has a robust Risk Management framework to identify, measure and mitigate business risks
and opportunities. This framework seeks to create transparency, minimize adverse impact on the business
objective and enhance the Companyâs competitive advantage. This risk framework thus helps in managing
market, credit and operations risks and quantifies exposure and potential impact at a Company level.
REMUNERATION POLICY
The Board, on recommendation of the NRC, has framed a remuneration policy. The policy, inter alia,
provides (a) the criteria for determining qualifications, positive attributes and independence of directors
and (b) policy on remuneration of directors, key managerial personnel and other employees. The policy is
directed towards a compensation philosophy and structure that will reward and retain talent and provides
for a balance between fixed and incentive pay reflecting short and long-term performance objectives
appropriate to the working of the Company and its goals.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant material orders passed by the Regulators / Courts which would impact the going
concern status of the Company and its future operations.
INTERNAL CONTROL SYSTEM
The Company has an internal control system commensurate with the scale, size and the operation of the
organization. It evaluates the adequacy of all internal controls and processes, and ensures strict adherence
to clearly laid down processes and procedures as well as to the prescribed regulatory and legal framework.
PUBLIC DEPOSITS
Your Company did not accept any deposits from public in terms of the provisions of Section 73 of the
Companies act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 for the financial year 23-
24.
AUDITORS
According to Section 139 and other relevant provisions of the Companies Act, 2013, M/s Jigar Adhyaru &
Co., Chartered Accountants (firm registration number 142223W) ceased to be the statutory auditors of the
Company after completing two consecutive 5-year terms at the Annual General Meeting held in 2024-25.
Subsequently, M/s. Y. M. Shah & Co. were appointed as the statutory auditors of the company.
AUDITORSâ REPORT
Report of the Statutory Auditors on Annual Financial Statements along with schedules and notes to
accounts thereto, for the year ended on 31st March, 2024 is self-explanatory and contains no adverse
remark and do not call for any comments.
EXPLANATION TO AUDITORâS REMARKS
The comments on the Auditorâs Report are self-explanatory, thus, no explanation is required to be given.
ANNUAL EVALUATION
Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance
evaluation of its own performance, the directors individually as well as the valuation of the working of its
Audit, Nomination & Remuneration and Compliance Committees.
A structured questionnaire was prepared after taking into consideration inputs received from the Directors,
covering various aspects of the Boardâs functioning such as adequacy of the composition of the Board and
its Committees, Board culture, execution and performance of specific duties, obligations and governance.
INTERNAL FINANCIAL CONTROL
Your Company has put in place adequate internal financial controls with reference to the financial
statements, some of which are outlined below:
Your Company has adopted accounting policies which are in line with the Accounting Standards
prescribed in the Companies (Accounting Standards) Rules, 2006 that continue to apply under Section 133
and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 7 of the Companies
(Accounts) Rules, 2014. These are in accordance with generally accepted accounting principles in India.
Pursuant to Section 138 of the Companies Act, 2013 read with rule 13 of the Companies (Accounts)
Rules, 2014, Company has appointed the Internal Auditor for Financial Year 2023-24.
Changes in policies, if any, are approved by the Audit Committee in consultation with the Auditors.
CORPORATE GOVERNANCE
As per Regulation 15 of the SEBI (Listing Regulations and Disclosure Obligations Requirements)
Regulations, 2015, the provisions of Chapter IV of the said Listing Regulations, 2015, the Compliance
with the corporate governance provisions as specified in Regulations 17, [17A,] 18, 19, 20, 21,22, 23, 24,
24A, 25, 26, 27and clauses (b) to (i) of sub 23 regulation (2) of Regulation 46 and para C, D and E of
Schedule V shall not be mandatory, for the time being, in respect of the following class of companies:
⢠The listed entity having Paid up Equity Share Capital not exceeding Rs.10 Crore and Net Worth not
exceeding Rs. 25 Crore, as on the last day of the previous financial year.
⢠Listed entity which has listed its specified securities on the SME Exchange.
SECRETARIAL AUDITOR AND THEIR REPORT
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Rules made thereunder M/s
Anuj Gupta & Associates, Practicing Company Secretaries was appointed to conduct the secretarial audit
for the financial year 2023-24. The Secretarial Audit Report in MR-3, submitted by the Secretarial
Auditor for the FY 2023 - 2024 is annexed to Directorsâ Report.
The Boardâs responses to the qualifications and other observations are as follows:
The Secretarial Auditors have submitted their report in form No. MR-3 and qualified their
opinion/observations in respect of the Secretarial Audit conducted for the financial year 2023-2024 and
the Boardâs responses are given w.r.t. qualification/ observation as follows:
Due to lack of financial sources, the Company was unable to proceed with Compliances w.r.t. Stock
exchange and other authorities. However, the management ensures to do all the compliance in future.
The Company has complied with the Secretarial Standard 1 (SS-1) relating to the meetings of the Board of
Directors and Secretarial Standard 2 (SS-2) relating to the General meetings issued by the Institute of
Company Secretarial of India and approved by the Central Government.
(A) The ratio of the remuneration of each director to the median employeeâs 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 and is annexed to this Report.
(B) The statement containing particulars of employees as required under Section 197(12) of the
Companies Act, 2013 read with Rule 5(1) and Rule 5 (3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, forms part of this report. In terms of Section 136 of
the Companies Act, 2013 the same is open for inspection at the Registered Office of the Company. Copies
of this statement may be obtained by the members by writing to the Company Secretary.
(C) There are no employees employed throughout the financial year in receipt of remuneration of one
crore and two lakh rupees or more, or employed for part of the year in receipt of eight lakh and fifty
thousand rupees per month or more, to be reported under Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.
Your Company has zero tolerance for sexual harassment at workplace and has set up Committee for safety
of women employees at workplace. During the year Company has not received any complaint of
harassment.
As stipulated under Regulation 34 read with Part B of Schedule V of SEBI (LODR) Regulations, 2015,
the details pertaining to Internal Financial Control systems and their adequacy have been disclosed in the
Management Discussion and Analysis Report forming part of this Annual Report.
Cost Audit specified under Section 148 of the Companies Act, 2013 does not apply to the Company since
the turnover of the Company is less than the limit prescribed.
The equity shares of the Company are listed with Bombay Stock Exchange with Scrip Code No. 526075.
SUSPENSION OF TRADING IN SHARES OF THE COMPANY
The Equity Shares of your Company are presently listed on Bombay Stock Exchange (BSE). The
Company is suspended from trading in the shares of the Company on BSE due to non- compliance with
the provision of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 and your
directors are taking necessary steps for complying with the procedure and all extant norms prescribed for
revocation of suspension.
As the provisions relating to the Corporate Social Responsibility (CSR) as prescribed u/s. 135 of the
Companies Act, 2013 along with Rules made thereunder are not applicable to our Company and therefore,
neither the CSR Committee nor the CSR Policy are required to be framed by the Company.
Electronic copies of the Annual Report 2023-24 and the Notice of the AGM are sent to all members
whose email addresses are registered with the Company / depository participants. For members who have
not registered their email addresses, physical copies are sent in the permitted mode.
SEBI has mandated the top 100 listed entities, based on market capitalization, to include Business
Responsibility Report (BRR) as part of the Annual Report describing the initiatives taken by the
companies from Environmental, Social and Governance perspective. Accordingly, this circular is not
applicable to our company.
Neither any application was made nor any proceeding pending under the Insolvency and Bankruptcy
Code, 2016 (31 of 2016) during the financial year under review.
Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Directors of the
Company confirm the following:
> that in the preparation of the annual financial statements for the year ended March 31, 2024 the
applicable accounting standards have been followed and no material departures have been made;
> that appropriate accounting policies and applied consistently and judgments and estimates that are
reasonable and prudent have been made, so as to give a true and fair view of the state of affairs as at
March 31, 2019 and of the profits of the Company for the Financial year ended March 31, 2024;
> that proper and sufficient care for the maintenance of adequate accounting records in accordance with
the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities have been made; and
> that the Annual Financial Statements have been prepared on going concern basis;
> that they have laid down internal financial controls to be followed by the company and that such
internal financial controls are adequate and were operating effectively.
> that they have devised proper system to ensure compliance with the provisions of all applicable laws
and that such systems were adequate and operative effective.
Your directors place on record their sincere appreciation for significant contribution made by the
employees through their dedication, hard work and commitment and the trust reposed on them and also
acknowledge with gratitude the excellent cooperation extended by Bankers and Vendors and look forward
to their support in all future endeavor.
Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting Annual Report together with
the Audited Accounts of the Company for the year ended 31st March,
2015.
1. financial results
Your Company financial performance during the year 2014-15 is
summarized below:
(Rs. In Lacs)
Particulars 2014-2015 2013-2014
Profit/(Loss) Before Depreciation 0.50 2.78
Less: Depreciation - -
Profit/(Loss) Before Tax 049 2.78
Less: Taxation 0.09 0.54
Profit/(Loss) After Tax 040 2.24
2. operations
The Company's Net Profit for the Financial Year ended March 31, 2015
stood at Rs 39,980/-.
3. DIVIDEND
The Board of Directors express their inability to recommend any
dividend on equity shares for the year ended March 31, 2015 due to
inadequate profit.
4. public deposits
During the year, the Company has not accepted any deposit.
5. AUDITORS
M/s. Y. K. Shah and Company, Vadodara, Chartered Accountants (FRN
116821W), be and are hereby re-appointed as Auditors of the Company and
will hold office from the conclusion of the ensuing Annual General
Meeting till the conclusion of the Annual General Meeting to be held in
2016 at such remuneration which will be mutually decided by the
Auditors and the Company. The Auditors shall also be entitled to out of
pocket expenses, travelling expenses etc., which he may incur in
connection with the audit work of the Company.
6. AUDITORS
The Auditors' Report on the financial statement for the current year is
self-explanatory, therefore does not require any further explanation.
Swati Chaudhary & Co, Practicing Company Secretary (C. P. No. 10546)
was appointed as Secretarial Auditor to conduct the Secretarial Audit
of the Company for the Financial Year 2014- 2015 pursuant to section
204 of the Companies Act, 2013 and rules made thereunder.
The Secretarial Audit Report for the FY 2014-2015, forms part of the
Annual Report.
7. DIRECTORS
In accordance with the Companies Act, Mukesh Shah, director, is liable
to retire by rotation at the ensuing Annual General Meeting and being
eligible offers himself for reappointment.
Vibha Shah was appointed as additional director (women) during the year
under review. Her term expires at the ensuing AGM. Members are
requested to appoint her as Director.
8. conservation of energy, technology absorption & foreign exchange
earnings and outgo
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo stipulated under Section 134(3)(m)
of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts)
Rules, 2014, is annexed.
9. vigil meghanism
The Company has established a Vigil Mechanism that enables the
Directors and Employees to report genuine concerns. The Vigil Mechanism
provides for (a) adequate safeguards against victimization of persons
who use the Vigil Mechanism; and (b) direct access to the Chairperson
of the Audit Committee of the Board of Directors of the Company in
appropriate or exceptional cases.
10. particulars of employees
The Company does not have any employee/Director who is in receipt of
remuneration aggregating to the sum prescribed in Section 197 of the
Companies Act, 2013 ("the Act") read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
11. corporate social responsibility
The CSR Provisions does not apply to the company during the year under
review.
12. related party transactions
No transactions were carried out between any of the related parties in
the year under review.
13. risk management
The Company has devised and implemented a mechanism for risk management
and has developed a Risk Management Policy. The Policy provides for
creating a Risk Register, identifying internal and external risks and
implementing risk mitigation steps.
14. familiarization programme for independent directors
The Company proactively keeps its Directors informed of the activities
of the Company, its management and operations and provides an overall
industry perspective as well as issues being faced by the industry.
15. directors' responsibility statement
Pursuant to Section 134 of the Act, the Directors state 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) Appropriate accounting policies have been selected and applied
consistently and have 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 and loss of the
Company for the year ended March 31, 2015;
(c) Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
(d) The annual accounts have been prepared on a going concern basis;
(e) Proper internal financial controls were followed by the Company and
such internal financial controls are adequate and were operating
effectively;
(f) Proper systems are devised to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating
effectively.
16. corporate governance
As per SEBI circular, the provision of Corporate Governance is not
applicable to the Company.
17. share capital
The Company has done a Sub Division of existing equity shares in the
following manner:
Every shareholder holding ONE equity share of Rs. 10/- each is issued
TWO equity shares of Rs. 5/- each.
18. declaration by independent director
Pursuant to Section 149(6) of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Independent Directors of the Company have
given the declaration to the Company that they qualify the criteria of
independence as required under the Act.
19. board evaluation
Pursuant to the provisions of Companies Act, 2013 and clause 49 of the
Listing Agreement, the Board has carried out annual performance
evaluation of its own performance, the directors individually as well
the evaluation of the working of its Audit, Nomination & Remuneration
and Stakeholder committee, including the Chairman of the Board who were
evaluated on parameters such as level of engagement and contribution
and independence of judgment thereby safeguarding the interest of the
Company. The performance evaluation of the Independent Directors was
carried out by the entire Board. The performance evaluation of the
Chairman and the Non Independent Directors was carried out by the
Independent Directors. The Directors expressed their satisfaction with
the evaluation process.
20. extract of annual return
The details forming part of the extract of the Annual Return in form
MGT 9 is annexed herewith.
21. acknowledgements
Your Directors takes opportunity to show gratitude towards the
assistance and co-operation received from Shareholders.
For and on Behalf of the Board of Directors of
rekvina laboratories limited
Mukesh Shah Amit Shah
May 28, 2015 Chairman Director
Vadodara DIN: 01993130 DIN: 01993211
Mar 31, 2014
Dear Members,
The Directors have pleasure in presenting Annual Report together with
the Audited Accounts of the Company for the year ended 31st March,
2014.
1. FINANCIAL RESULTS
Your Company financial performance during the year 2013-14 is
summarized below:
(Rs. In Lacs)
Particulars 2013-2014 2012-2013
Profit/(Loss) Before Depreciation 2.78 2.09
Less: Depreciation - -
Profit/(Loss) Before Tax 2.78 2.09
Less: Taxation 0.54 0.39
Profit/(Loss) After Tax 2.24 1.70
2. OPERATIONS
The Company's Net Profit for the Financial Year ended March 31, 2014
stood at Rs.2.24 lacs as against Rs.1.70 lacs in the previous year.
3. DIVIDEND
The Board of Directors express their inability to recommend any
dividend on equity shares for the year ended March 31, 2014 due to
inadequate profit.
4. STOCK SPLIT
During the year under review the face value of the shares of the
company was split from 1 share of Rs. 10/- each to 2 share of Rs. 5
each
5. PUBLIC DEPOSITS
During the year, the Company has not accepted any deposit.
6. AUDITORS
M/s. Y K Shah & Company, Chartered Accountants, Vadodara, Statutory
Auditors of the Company retire at the conclusion of the ensuing Annual
General Meeting and being eligible, offer themselves for re-appointment.
The Company has received confirmation that their appointment, if made,
would be within the prescribed limit specified under relevant sections
of the Companies Act and that they are not disqualified for such
appointment. Your Directors recommend re-appointment of M/s. Y K Shah &
Company as the Statutory Auditors of the Company for the current
financial year and fixation of their remuneration.
7. AUDITORS' REPORT
The Auditors' Report on the financial statement for the current year is
self-explanatory, therefore does not require any further explanation.
8. DIRECTORS
In accordance with the Companies Act, the director liable to retire by
rotation at the ensuring Annual General Meeting, retires by rotation
and being eligible offer itself for re-appointment.
9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS AND OUTGO
A statement containing the necessary information required under the
Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 is annexed to this report.
10. PARTICULARS OF EMPLOYEES
The Company does not have any employee who is in receipt of
remuneration aggregating to the sum prescribed u/s. 217 (2A) of the
Companies Act, 1956 read with the Companies (Particulars of Employees)
Rules, 1975 as amended till date.
11. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements u/s. 217(2AA) of the Companies Act, 1956,
your Directors hereby state and confirm that:
(i) In preparation of the Annual Accounts, the applicable Accounting
Standards have been followed along with proper explanation relating to
material departures, if any
(ii) They have selected the 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 under review and for the
loss of the Company for the same period.
(iii) They have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
(iv) They have prepared the Annual Accounts on "GOING CONCERN" basis.
12. CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement the Company has adopted
most of the provisions of Clause 49 of the Listing agreement. A report
on Corporate Governance along with a certificate from the Auditors of
the Company regarding the compliance of conditions of Corporate
Governance and also the Management Discussion and Analysis Report are
annexed to this report.
13. ACKNOWLEDGEMENTS
Your Directors takes opportunity to show gratitude towards the
assistance and co-operation received from Shareholders.
For and on behalf of the Board of Directors
REKVINA LABORATORIES Limited
(MUKESH J. SHAN) (AMIT M. SHAN)
CHAIRMAN DIRECTOR
DIN-01993130 DIN-01993211
Place: Vadodara
Date: September 03, 201
Mar 31, 2012
Dear Members,
M/s. Rekvina Laboratories Ltd.
The Directors have pleasure in presenting the Twenty Third Annual
Report together with the Audited Accounts for the year ended 31st
March, 2012.
FINANCIAL PERFORMANCE
2011-2012 2010-2011
Total Sales & Income 812500 --
Financial Expenses 154714 --
Depreciation -- --
Profit / (Loss) before Tax 158486 (80549)
Provision for Income Tax -- --
Profit / (Loss) after Tax 158486 (80549)
OPERATIONS
During the year, the Company has not made any investment in research
and development activities. The turnover of the Company has effected
adversely during the year significantly. The management of the Company
is making all efforts to increase sales and are hopeful of better
performance in the ensuing year.
DIVIDEND
The Directors, in view of present situation and loss during the year
have not recommended any dividend for the year under review.
DEPOSITS
The Company has not accepted any deposits pursuant to the provisions of
Section 58A of the Companies Act, 1956.
DIRECTORS
Mr. Amit M Shah, Director of the Company retires by rotation at the
ensuing Annual General Meeting and has expressed willingness to be
reappointed.
AUDITORS
M/s. Y.K. Shah & Co., Chartered Accountants, Baroda retire as Auditors
of the Company at the ensuing Annual General Meeting and are eligible
for re-appointment and they have furnished the certificate for their
eligibility as per Section 224 (1B) of the Companies Act 1956.
AUDIT COMMITTEE
As required under Section 292A of the Companies Act, read with clause
49 of the listing requirement 1956 Audit Committee
comprising..........................has been formed. Audit Committee
meetings were held in accordance with statutory requirement.
INDUSTRIAL RELATIONS
During the year under review the relation between employees and
management were cordial
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO.
As required by the provisions of Section 217 (1)(e) of the Companies
(Disclosure of Particulars in the report of Board of Directors) Rules,
1988, the relevant data pertaining to 6 Conservation of Energy,
Technology absorption & Foreign exchange earnings and out go are
furnished in the Annexure forming part of this report.
AUDITORS REPORT
Auditor's observations are self-explanatory and/or suitably explained
in the notes on Accounts.
PARTICULARS OF EMPLOYEES
There was no employee during the year under review whose particulars
are required to be given pursuant to Section 217 (2A) of the Companies
Act, 1956.
CORPORATE GOVERNANCE
Your Company attaches considerable significance to good corporate
governance as an important step towards building investor confidence;
improve investor's protection, Pursuant to Clause 49 of the Listing
Agreement with the Stock Exchanges.
DIRECTORS' RESPONSIBILITY STATEMENT
The Directors confirm :
i. that in the preparation of the annual accounts, the applicable
accounting standards have been followed and that no material departures
have been made from the same;
ii. that they have been 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 affairs of the
Company at the end of the financial year and of the profit or loss of
the Company for that period;
iii. that they have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
iv. that they have prepared the accounts for the financial year ended
31st March 2012 on a going concern basis.
ACKNOWLEDGEMENT
The Board of Directors acknowledges their unmatched valuable
contribution and appreciates the co- operation received from the
bankers, customers for their continued support. The directors also
express their appreciation to all the employees of the Company for
their sustained contribution throughout the period. The directors
simultaneously thank the shareholders for their continued faith in the
Company.
FOR AND ON BEHALF OF THE BOARD
Place : Vadodara (AMIT M. SHAH)
Date : 05/09/2012 DIRECTOR
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