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Directors Report of Raymed Labs Ltd.

Mar 31, 2014

Dear Members,

The Directors take pleasure in presenting the Annual Report along with the Audited Statement of Accounts of the company for the Financial Year ended 31st March 2014.

FINANCIAL PERFORMANCE

Figures in Rs. Lacs

PARTICULARS Current Year Previous Year 2013-14 2012-13

Total Income 2.13 0.09

Profit / Loss before interest, Depreciation (1.07) (3.07)

Depreciation 0.19 1.36

Profit / (Loss) for the year (4.92) (6.56)

DIVIDEND

In view of the accumulated losses, the Directors regret their inability to declare any dividend for the year under review.

DIRECTORS

In respect of the appointment of the Mr. Ankur Arora as Non-Executive Independent director, a notice in writing in the prescribed manner as required by section 160 of the Companies Act, 2013 and Rules made thereunder has been received by the Company, regarding candidature of the aforesaid directors for the office of the director.

Pursuant to section 152 of the Companies Act, 2013 and in accordance with provisions of Article of Association of the Company, Ms. Nisha Goyal, Director of the Company, retires by rotation and being eligible, offer herself for re-appointment.

None of the Directors are disqualified under section 164 (2) of the Companies Act, 2013.

AUDITORS

Mr. Deepak Gupta, Chartered Accountants, Statutory Auditors of the Company will hold office up to the conclusion of the ensuing Annual General Meeting and has conveyed his intent not to seek reappointment as Statutory Auditor of the Company.

On recommendation of the Audit Committee, the Board recommends the appointment of M/s A Kay Mehra& Co., Chartered Accountants as Statutory Auditors. Mr. A Kay Mehra& Co., Chartered Accountants, if appointed by members, shall hold office from the conclusion of ensuing Annual General Meeting up to the sixth Annual General Meeting of the Company subject to ratification of their appointment at every AGM.

A written confirmation has been received from them as required under section 141 of the Companies Act, 2013 to the effect that their appointment, if made, would satisfy the criteria provided in said section.

AUDIT REPORT & ACCOUNTS

The comments on statement of accounts referred to in the report of the auditors are self-explanatory.

COMPLIANCE CERTIFICATE

Pursuant to requirement of Section 383A(1) of the Companies Act, 1956, with respect to Compliance Certificate, the Company has obtained Compliance Certificate from practicing Company Secretary, for the Financial year ended 31.03.2014. The same has been attached in Director''s Report.

CORPORATE GOVERNANCE REPORT

Your Company always places major thrust on managing its affairs with diligence, transparency, responsibility and accountability thereby upholding the important dictum that an organization''s corporate governance philosophy is directly linked to high performance.

The Company understands and respects its fiduciary role and responsibility towards its stakeholders and Society at large, and strives to serve their interests, resulting in creation of value and wealth for all stakeholders.

The Compliance report on corporate governance and a certificate from M/s. Deepak Gupta & Associates, Chartered Accountants, Statutory Auditors of the Company, regarding compliance of the conditions of corporate governance, as stipulated under clause 49 of the listing agreement with the stock exchanges, is attached herewith to this report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

DIRECTOR''S RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, The Board of Directors of your Company state:

i. that in the preparation of the annual accounts, the applicable accounting standards had been followed;

ii. that the directors had 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 loss/profit of the Company for that period;

iii. that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. that the directors had prepared the annual accounts on a going concern basis.

MATERIAL CHANGES

There was no material change affecting the financial position of the Company between the date of Balance Sheet and the date of this Report.

PARTICULARS OF EMPLOYEES

The information required in accordance with the provisions of section 217 (2A)of the Companies Act, 1956, read with Companies (Particular of Employees) Rules, 1975 as amended by Company(Particular of Employees) Rules, 2011 is NIL.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION

In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under Section 217(1)(e) of the Companies Act, 1956 read with Companies'' (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 regarding Conservation of Energy And Technology Absorption are not applicable to the Company.

FOREIGN EXCHANGE EARNINGS & OUTGO

The Company mainly deals in domestic market and has NIL sales on account of exports, thereby resulting NIL foreign exchange earnings and outgo during the accounting Year 2013-14.

ACKNOWLEDGEMENT

Your Board of Directors wish to place on record their sincere appreciation for the continued support and cooperation of the shareholders, bankers, various regulatory and government authorities and employees of the Company. Your support as shareholders and members of the company is greatly valued. Board acknowledges your continued association and support in the growth of the organization.

Place: Saharanpur Date: 11/08/2014 By Order of the Board For Raymed Labs Ltd. Sd/- Ajai Goyal Chairman


Mar 31, 2012

To, The Members of Raymed Labs Limited

The Directors take pleasure in presenting the Annual Report along with the Audited Statement of Accounts of the company for the Financial Year ended 31st March 2012.

FINANCIAL PERFORMANCE

Figures in Rs. Lacs

Particular Current year Previous year 2011-12 2010-11

Total Income 19.13 19.37

Profit / Loss before interest, Depreciation (4.15) 4.10

Depreciation 1.49 1.66

Profit / (Loss) for the year (6.58) 1.40

DIVIDEND

In view of the accumulated losses, the Directors regret their inability to declare any dividend for the year under review.

FUTURE

The Outlook for the future is not very optimistic, as the Company has again incurred a loss during the year. The Financial position of the company seems to be very weak in the current line of business. Therefore the management is currently exploring various business options in the best interest of the shareholders. Your directors are trying hard to improve the functioning of the company. Looking into the future prospectus, the management considered and approved to sell, lease, dispose and/or transfer/sale of land, building and machinery and other assets of the company but couldn't complete the process during the financial year. The Board again considered the matter in the Board Meeting of 11th July 2012 and the matter was duly approved by the Board and subsequently by the shareholders by way of Postal ballot and the results for the same were declared by the Mr. Ajai Goyal, Chairman and Managing Director, on 23rd August, 2012.

MATERIAL CHANGES

Due to economy Slowdown, the current business activity of the company was in slow pace. The company has carried limited business activity during the current year. Owing to the mounting losses in the manufacturing activity, Board has decided to close down the current line of business. Shareholders approval by way of Postal ballot was sought for the same.

PUBLIC DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 58A & 58AA of the Companies Act, 1956, and the rules made there under.

AUDITORS' REPORT

The notes to the accounts referred to in the Auditor's Report and the observations made in the Report under Companies (Auditor's Report) Order, 2003, are self-explanatory and therefore do not call for any further comments of the Board.

AUDITORS

Mr. Deepak Gupta, Chartered Accountant, retires as Statutory Auditor of the Company at the conclusion of the ensuring Annual General Meeting and being eligible offers himself for re-appointment.

The Company has received a confirmation from the Auditors to the effect that their re-appointment if made would be in the limits prescribed under the Section 224(1B) of the Companies Act, 1956.

COMPLIANCE CERTIFICATE

Pursuant to requirement of Section 383 A (1) of the Companies Act, 1956, with respect to Compliance Certificate, the Company has obtained Compliance Certificate from practicing Company Secretary, for the Financial Year ended 31.03.2012. The same has been attached in Director's Report.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Akhilesh Prabhakar, director of the Company who is liable to be retired by rotation and being eligible has offered himself for re-appointment. Your directors recommend his reappointment as a Director of the Company.

There was no other change in the composition of the Board of Directors during the year.

CORPORATE GOVERNANCE

Your company has complied with the mandatory provisions of clause 49, relating to Corporate Governance, of the Listing Agreement with the Stock Exchanges. A comprehensive report on Corporate Governance forming part of the Directors' Report and the certificate from statutory auditors certifying the compliance of conditions on Corporate Governance is attached with this Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

DIRECTOR'S RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, The Board of Directors of your Company state:

i) that in the preparation of the annual accounts, the applicable accounting standards had been followed;

ii) that the directors had 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 loss/profit of the Company for that period;

iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) that the directors had prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES

There was no employee receiving remuneration during the year in excess of limits prescribed u/s 217 (2A) of the Companies Act, 1956, and the relevant rules made there under.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The particulars required under Section 217(1) (e) of the Companies Act, 1956 and the Rules made there under have not been specified for our industry. The Company has neither incurred any expenditure nor earned any income in the Foreign Currency during the year. Your Company is not using any Foreign Technology.

EMPLOYEES RELATIONS

The industrial relations continued to be cordial and harmonious. Your directors wish to place on record the appreciation for the devoted services rendered by the workers and staff of the Company at all levels who have contributed to the efficient and successful management of the Company.

ACKNOWLEDGEMENT

Your Board of Directors wish to place on record their sincere appreciation for the continued support and cooperation of the shareholders, bankers, various regulatory and government authorities and employees of the Company. Your support as shareholders and members of the company is greatly valued for us. Board acknowledges your continued association and support in the growth of the organization.

By Order of the Board

For Raymed Labs Ltd.

-Sd- -Sd-

Place : Saharanpur Ajai Goyal Nisha Goyal

Date : 30th August 2012 Managing Director Director


Mar 31, 2010

The Directors take pleasure in presenting the Annual Report along with the Audited Statement of Accounts of the company for the financial year ended 31st March 2010.

FINANCIAL PERFORMANCE

Figures in Rs. Lacs

Current Year Previous Year 2009-10 2008-09

Total Income 38.55 23.30

Profit / Loss before interest, Depreciation 3.47 (24.34)

Depreciation 1.83 1.66

Profit / (Loss) for the year 0.71 (26.00)



DIVIDEND

In view of the liquidity crunch faced by the company as also the accumulated losses, the Directors regret their inability to declare dividend for the year under review.

FUTURE

The Outlook for the future is still very grim and the Company is exploring manufacturing/marketing of some other products in the health care industry that the Company does not plan to manufacture at the present facilities or the new facilities in Uttrakhand. Your directors are hopeful that your company would do better in times to come.

MATERIAL CHANGES

No material changes have occurred from the date of balance sheet till the date of this report which has any adverse affect on the working of the company.

PUBLIC DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 58A & 58AA of the Companies Act, 1956, and the rules made there under.

AUDITORS REPORT

The notes to the accounts referred to in the Auditors Report and the observations made in the Report under Companies (Auditors Report) Order, 2003 are self-explanatory and therefore do not call for any further comments of the Board.

AUDITORS

Mr. Deepak Gupta, Chartered Accountant, was appointed as the Statutory Auditor of the Company. Mr. Deepak Gupta, Chartered Accountant, hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer himself for re-appointment. Pursuant to the provisions Section 224(1B) of the Companies Act, 1956 he has confirmed that his appointment, if made, would be within the prescribed limits. Board of Directors recommend reappointment of Mr. Deepak Gupta, Chartered Accountant, as Auditors of the company at the ensuing Annual General Meeting.

COMPLIANCE CERTIFICATE

Pursuant to requirement of Section 383 A (1) of the Companies Act, 1956, with respect to Compliance Certificate, the Company has obtained Compliance Certificate from practicing, Company Secretary, for the financial year ended 31.03.2010. The same has been attached in Directors Report.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Ankur Goel, would retire at the ensuring Annual General Meeting and being eligible, offers himself for reappointment.

CORPORATE GOVERNANCE

Your company has complied with the mandatory provisions of clause 49, relating to Corporate Governance, of the Listing Agreement with the Stock Exchanges. A comprehensive report on Corporate Governance forming part of the Directors Report and the certificate from statutory auditors certifying the compliance of conditions on Corporate Governance is attached with this Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors of your Company state:

i. that in the preparation of the annual accounts, the applicable accounting standards had been followed;

ii. that the directors had 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 of the Company for that period;

iii. that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. that the directors had prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES

There was no employee receiving remuneration during the year in excess of limits prescribed u/s 217 (2A) of the Companies Act, 1956, and the relevant rules made there under.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The particulars required under Section 217(1) (e) of the Companies Act, 1956 and the Rules made there under have not been specified for our industry. The Company has neither incurred any expenditure nor earned any income in the Foreign Currency during the year. Your Company is not using any Foreign Technology.

EMPLOYEES RELATIONS

The industrial relations continued to be cordial and harmonious. Your directors wish to place on record the appreciation for the devoted services rendered by the workers, staff and executives of the Company at all levels who have contributed to the efficient and successful management of the Company.

ACKNOWLEDGEMENT

Your Board of Directors wish to place on record their sincere appreciation for the continued support and cooperation of the shareholders, bankers, various regulatory and government authorities and employees of the Company. Your support as shareholders and members of the company is greatly valued for us. Board acknowledges your continued association and support in the growth of the organization.

By Order of the Board

For Raymed Labs Ltd.

-Sd- -Sd-

Ajai Goyal Nisha Goyal

Place: Saharanpur

Date: 1st September 2010 Managing Director Director

 
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