Your Directors have pleasure in presenting the Twenty Fifth Annual Report together withAudited Accounts for the year-ended 31stMarch 2015.
| ||(In Rs.) ||(In Rs.) |
|Particular ||31st March 2015 ||31st March' 2014 |
|Income ||2160325604.00 ||2013051137.00 |
|Expenditure ||2146225747.00 ||1999640910.00 |
|(Loss)/ Profit Before Exceptional Item & Tax ||14099857.00 ||13410227.00 |
|Profit Before Tax ||14099857.00 ||13410227.00 |
|(Less)/Add: Tax Expenses ||(3216293.00) ||(2900382.00) |
|Balance Carried To Balance Sheet ||10883564.00 ||10509845.00 |
REVIEW OF OPERATIONS & FUTURE OULLOOK
CREATING NEW CAPACITIES: Our Company proposes to launch new products i.e.Tinidazole which is a forward integration & Glyxol which is a backward. Our Companyintends to purchase specialized equipments for expanding the existing products capacity
i.e. Metronidazole (MTZ) to 70 M.T Tinidazole (TNZ) to 25 M.T Glyaxol to 300 M.TMetronidazole Benzoate (MBO) to 20 M.T. (MbO) and Ammonium Sulphate (AMS) to 600M.T. TheCompany has decided to convert the effluent of the company (which the company drains away)into Ammonium Sulphate.
Your directors do not recommend any dividend for the year ended 31st March2015. DEPOSITS
The Company has not accepted the deposits from the public as per the Section 58Aof theCompanies Act 1956 and the Companies (Acceptance of Deposits) Rules 1975.
CORPORATE SOCIAL RESPONSIBILITY
Since the Company's turnover net profit and net worth does not exceed the limitsmentioned under Section 135 of Companies Act 2013 the provisions of Corporate SocialResponsibility is not applicable to the Company.
Mr. Jagdish K Shah Director of the company is liable to retire by rotation at theensuing Annual General Meeting and being eligible offer himself for re-appointment.
To regularize the appointment of Smt. Damiyanti P Ghatalia who was appointed by Boardas a Woman Director vide its Board Meeting dated 14th February 2015.
At present your Company has 3 (Three) Non-Executive Directors out of which two areIndependent Directors pursuant to the provisions of the Clause 49 of the ListingAgreement. Pursuant to Section 149 of the Companies Act 2013 every listed company shallhave at least one-third of its total strength of the Board of Directors as IndependentDirectors. Based on the present composition of the Board of Directors and the number ofIndependent Directors the Company complies with this requirement.
During this Annual General Meeting it is proposed to confirm the appointment of allthe present Independent Directors to bring their appointment in tune with the provisionsof the Companies Act 2013. Pursuant to the provisions of the Companies Act 2013 theperiod of appointment of Independent Directors shall be 5 (Five) consecutive years fromthe date of their appointment at Annual General Meeting and they are not liable to retireby rotation.
The Company has received notices under Section 160 of the Companies Act 2013 (Section257 of the Companies Act 1956) proposing appointment of 2 (Two) Independent Directors.
In the opinion of your Directors your Company will continue to benefit from Mr. ChetanK. Mehta and Mr. Satish M. Sheth Non-Executive Independent Directors in their capacity asDirector of your Company. Your Directors therefore recommend that the proposedresolutions relating to appointment of these Directors be passed.
DIRECTORS RESPONSIBILITY STATEMENT
As referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act2013 the Directors hereby confirm:
i) that in preparation of the Annual Accounts for the year ended 31st March2015 the applicable accounting standards had been followed along with proper explanationrelating to material departures if any;
(ii) that the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive true and fair view of the state of affairs of the company at the end of financialyear ended 31st March 2015 and the profit/(Loss) of the Company for the yearunder review;
(iii) that proper and sufficient care has been taken for maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;
(iv) that the annual accounts for the year ended 31st March2015 have beenprepared on a "going concern basis"
As per section 92(3)of the Companies Act 2013 the extract of the Annual Return isannexed hereto as Annexure A.
M/s. DMKH & Company who were appointed as Auditors to hold office until theconclusion of the 29th Annual General Meeting to be held in the calendar year2019 are eligible for re-appointment. The Company has received the Certificate from themto this effect.
Pursuant to Section 204 of the Companies Act 2013 the Board of Directors hadappointed Mr. Virendra Bhatt Practising Company Secretaries as the Secretarial Auditor ofthe Company for the financial year 2014-15.
Accordingly the Secretarial Auditors have given their report which is annexed heretoas Annexure B. The comments of the Board on the observations of the SecretarialAuditors are given after Annexure B above.
The details pertaining to the composition terms of reference etc. of the Board ofDirectors of the Company and the meetings thereof held during the financial year are givenin the Report on Corporate Governance section forming part of this Annual Report.
The Board confirms that all Independent Directors of the Company have given adeclaration to the Board that they meet the criterion of independence as prescribed underSection 149 of the Companies Act 2013.
The details of the powers functions composition and meetings of the Committees of theBoard held during the year are given in the Report on Corporate Governance section formingpart of this Annual Report.
The details pertaining to the composition terms of reference etc. of the AuditCommittee of the Board of Directors of the Company and the meetings thereof held duringthe financial year are given in the Report on Corporate Governance section forming part ofthis Annual Report. The recommendations of the Audit Committee were accepted by the Boardof Directors of the Company from time to time.
A separate report on Corporate Governance is produced as a part of the Annual Reportalong with the Auditors statement on its compliance.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGEEARNINGSANDOUTGO:
Your Company has made the necessary disclosures in this Report in terms of Section134(3) of the Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014is given in Annexure C and forms part of this report.
Form for disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub-section (1) of section 188 of theCompanies Act 2013 including certain arm's length transactions under third provisothereto (Pursuant to clause (h) of sub-section (3)of section 134 of the Act and Rule 8(2)of the Companies (Accounts) Rules 2014) Details of material contracts or arrangement ortransactions at arm's length basis
There were no employees coming under the purview of Section 197(12) of the Act readwith Rules 5 of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 and the rules frame there under.
As per Section 197 of the Companies Act 2013 the ratio of remuneration of eachdirector to the median remuneration of the employees of the company for the financialyear:
|Name of the Director ||Ratio to Median employees |
|Mihir R Ghatalia Managing Director ||5:3 |
DISCLOSURE UNDERSECTION 164
None of the Directors of the company are disqualified for being appointed as Directorsas specified under section 164 of the Companies Act 2013.
Your Directors wish to place on record the appreciation for the continued support ofthe customers Bankers and Suppliers. Your Directors acknowledge and thank the employeesfor their valuable contribution and involvement.
For and on behalf of the Board of Directors
Date : 30thMay2015