TO THE SHAREHOLDERS
Your Directors are pleased to present the 34th Annual Report together withthe Audited Statement of Accounts and the Auditors Report of your company for the yearended 31st March 2015.
The Financial highlights for the year under review are given below:
(Rs. in lacs)
|Particulars ||31 March 2015 ||31 March 2014 |
|Income ||142.32 ||116.06 |
|Less: Expenses ||97.70 ||72.83 |
|Profit before Depreciation & Taxation ||44.62 ||43.23 |
|Less: Depreciation ||28.18 ||28.97 |
|Profit before Taxation ||16.44 ||14.26 |
|Less: Taxation ||(0.06) ||0.28 |
|Profit after Taxation ||16.50 ||13.98 |
|Balance as per last Balance Sheet ||363.08 ||349.10 |
|Less: Depreciation in respect of assets whose useful life is over ||18.85 ||0 |
|Add: Transfer from General Reserve ||18.85 ||0 |
|Balance carried to Balance Sheet ||379.58 ||363.08 |
The Total Income for the financial year under review is Rs. 142.32 lacs against Rs.116.06 lacs in previous year. The Net Profit generated by the company during the yearunder review is Rs. 16.50 lacs as compared to Rs. 13.98 lacs during the previous year.
DIVIDEND AND TRANSFER TO RESERVE
Due to requirement of funds for the existing business activities your directors do notpropose to declare any dividend for the financial year 2014-2015. Hence there has been notransfer to Reserves during the financial year 2014-2015.
During the year under review the company has neither invited nor accepted any depositsfrom public.
CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of business of the Company during the year underreview.
COMPLIANCE WITH THE ACCOUNTING STANDARDS
The Company prepares its accounts and other financial statements in accordance with therelevant accounting principles and also complies with the accounting standards issued byThe Institute of Chartered Accountants of India.
DIRECTORS AND KEY MANAGERIALS PERSONNEL
At the Annual General Meeting of the Company held on 25/08/2014 the Meeting hadapproved the terms of appointment of Mr. Jyotiraaditya Singha upto (24/08/2019) Mr.Manoj Kumar Bothra (24/08/2019) Dr.Alam Ali Sisodia (24/08/2019) as Non ExecutiveIndependent Directors of the company. Mrs. Chanderkala Devi Lakhotia was appointed asadditional Director w.e.f. 25/07/2014 and being act as Non Executive Director.
As on date the Board of Directors of the Company comprises 5 (five) Directors of which3 (three) are Non- Executive Independent Directors in terms of Clause 49 of the ListingAgreement and Section 149(6) of the Companies Act 2013.
Mrs. Sharmila Ranabhat was appointed Non Executive Director of the Company Pursuant toSection 149 152 Schedule IV of the Companies Act 2013 read with Companies (Appointmentand Qualification of Director) Rules 2014 The Resolution seeking for approval of themembers for the appointment of Mrs. Sharmila Ranabhat has been incorporated in the noticeof the forthcoming Annual General Meeting of the company along with brief of details. Thecompany has received a notice under Section 160 of the Act along with the requisitedeposit proposing for the appointment.
Dr. Alam Ali Sisodia resigned from the Board and Audit Committee as well asStakeholders Relationship Committee/ Nomination and Remuneration Committee w.e.f.25/09/2014 due to his pre occupation in other work. The Board places its gratitude for theservices rendered by him during the tenure as director of the company.
All the Non Executive and Independent Directors have confirmed to the Board that theyqualify to be considered as independent as per the definition of independent Directorstipulated in Section 149(6) of the Act and Clause 49(II) (B) (1) of the Listingagreement. These confirmations have been placed before and noted by the Board.
During the year the Non-executive Director of the company had no pecuniaryrelationship or transaction with company.
There was no other appointment or cessation of appointment of key managerial personnelduring the financial year
The Notice convening the Annual General Meeting includes the proposals for appointment/ re-appointment of the Directors. Brief resumes of the Directors proposed to be appointed/ re-appointed have been provided as an Annexure to the Notice convening the AnnualGeneral Meeting.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The Companys policy on Directors appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a Directorand other matters provided under sub-section (3) of Section 178 has been disclosed in theCorporate Governance Report. which forms the part of the Directors Report.
REMUNERATION OF THE KEY MANAGERIAL PERSONNEL
Mr. Abhishek Kumar Jain (Whole Time Director) has received the remuneration of Rs.420000/- during financial year 2014-2015.
DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT 2013
The Company has not employed any employees whose remuneration falls within the purviewof the limits prescribed under the provisions of Section 197 of the Companies Act 2013read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134 (5) of the Companies Act 2013 withrespect to the Directors responsibility statement it is hereby confirmed that:
(i) in the preparation of the annual accounts for the year ended 31st March2015 the applicable Accounting Standards have been followed along with proper explanationrelating to material departures if any;
(ii) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year 31stMarch 2015 and of the profits of the company for the year ended on that date;
(iii) the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;
(iv) that the annual accounts have been prepared on a going concern basis;
(v) that Directors have laid down internal financial controls to be followed by theCompany and such Internal Financial Controls are adequate and operating effectively;
(vi) that Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws were and that such systems and were adequate andoperating effectively.
The Board has well-qualified Audit Committee with majority of Independent Directorsincluding Chairman. They possess sound knowledge on Accounts Audit Finance TaxationInternal Controls etc. The details of the Composition of the Audit Committee are given inthe Corporate Governance Report. The details pertaining composition of Audit Committee areincluded in the Corporate Governance Report.
The Company Secretary of the Company acts as Secretary of the Committee.
During the year there are no instances where the Board had not accepted therecommendations of the Audit Committee.
NOMINATION AND REMUNERATION COMMITTEE & POLICY
The Company has duly constituted Nomination and Remuneration Committee to align withthe requirements prescribed under Section 178 of the Companies Act 2013 and the revisedClause 49 of the Listing Agreement.
The Companys policy appointment and remuneration and other matter provided inSection 178(3) of the Companies Act 2013 has been disclosed in the Corporate GovernanceReport which part of the directors report.
The Board of the Company has formed a Risk Management Committee to frame implement andmonitor risk management plan for the company. The Committee is responsible for reviewingthe risk management and ensuing its effectiveness. The Audit Committee has additionaloversight in the area of financial risks control. Major risk identified by the businessand function are systematically addressed through mitigating actions on a continuingbasis.
NO OF MEETING OF THE BOARD
During the year 7 (seven) Board Meetings were convened and held the details of whichare given in the Corporate Governance Report.
EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Section 134 (3) (a) of the Companies Act 2013 Extractof the Annual Return for the financial year ended 31st March 2015 made underthe provisions of Section 92 (3) of the Act in Form MGT-9 is annexed herewith as "AnnexureA".
DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant Rules.
DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.
Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out an Annual Performance evaluation of its ownperformance the Directors individually as well as the evaluation of the working of itsvarious Committees.
A separate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution independence of judgment safeguarding the interest of theCompany and its minority shareholders etc.
The performance evaluation of the Independent Directors was carried out by the entireBoard.
The performance evaluation of the Chairman and Non-Independent Directors was carriedout by the Independent Directors at their separate Meeting.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
In line with the best Corporate Governance practices Company has put in place a systemthrough which the Directors and Employees may report concerns about unethical behavioractual or suspected fraud or violation of the Company's Code of Conduct & Ethicswithout fear of reprisal. The Employees and Directors may report to the Compliance Officerand have direct access to the Chairman of the Audit Committee.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
There were no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 during the year under review and hence the said provision is notapplicable. However the company has made investments in earlier years details of whichare given in the Financial Statements.
RELATED PARTY TRANSACTIONS
There were no contracts or arrangements made with related parties as defined underSection188 of the Companies Act 2013 during the year under review and hence enclosing ofForm AOC-2 is not required.
The Company has developed a Related Party Transactions Policy for the purpose ofidentification and monitoring of such type of transactions.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary Joint Venture or Associate Company.
AUDITORS AND REPORTS
The matters related to Auditors and their Reports are as under:
1. Statutory Auditor and their Report:
At the Annual General Meeting held on 25/08/2014 M/s Mohindra Arora & Co.Chartered Accountant were appointed as Statutory Auditors of the Company to hold officetill the conclusion of Annual General Meeting to be held in the calendar year 2018. Interms of the first proviso to Section 139 of the Companies Act 2013 the appointment ofthe Auditors is to be placed for ratification at every Annual General Meeting.Accordingly the appointment of M/s Mohindra Arora & Co. Chartered Accountant asStatutory Auditors of the Company is placed for ratification by the Shareholders. In thisregard the Company has received a Certificate from the Auditors to the effect that ifthey are appointed it would be in accordance with the provision of Section 141 of theCompanies Act 2013.
The Report given by the Statutory Auditors for the Financial Statements for the yearended 31st March 2015 read with explanatory notes thereon do not call for anyexplanation or comments from the Board under Section 134(3) of the Companies Act 2013.
2. Secretarial Auditor & his Report:
M/s. Vineet Paul & Associates Practicing Company Secretary was appointed toconduct Secretarial Audit of the Company for the financial year 2014-15 as required underSection 204 of the Companies Act 2013 and the Rules thereunder. The Secretarial Auditreport for the financial year 2014-15 forms part of the annual report as "AnnexureB" to the Boards Report.
Reply to the observations in the Secretarial Audit Report:
The Company will be shortly appointing the Chief Financial Officer.
3. Internal Auditor
The Board has appointed M/s S. R. Ghedia & Associates Chartered Accountants asInternal Auditors of the Company for Financial Year 2014-2015 under provisions of Section138 of the Companies Act 2013 read with Rule 13 of the Companies (Accounts) Rules 2014as recommended by Audit Committee.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations.
Based on the report of Internal Audit function corrective action are undertaken in therespective areas and thereby strengthen the controls. Significant audit observations andcorrective actions thereon are presented to the Audit Committee of the Board.
During the year under review no material or serious observation has been received fromthe Internal Auditors of the Company for inefficiency or inadequacy of such controls.
The Company has complied with all the mandatory requirements of Corporate Governanceas stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges. A separatereport on Corporate Governance and a Certificate from M/s. Mohindra Arora & Co.Statutory Auditors regarding compliance with the conditions of Corporate Governance isgiven in a separate section and forms part of the Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges the ManagementDiscussion & Analysis Report for the year under review is given below :
The management of Adinath Bio-Labs Limited presents the analysis of performance of theCompany for the Financial Year 2014-2015 and its outlook for the future. This outlook isbased on assessment of the current business environment. It may vary due to futureeconomic and other developments.
Adinath Bio-labs Ltd. is engaged in the trading activities with an excellent trackrecord of growth in the Indian domestic market since 34 years. The Company adherence tostrong business ethics and transparent corporate policies.
Over the recent past multiple factors have worked together to facilitate growth in theTrading sector in India. These include growth in household income and consumptionexpansion in the food processing sector and increase in exports.
Gross domestic product (GDP) in India was recorded at US$156.1 billion in F.Y-15.According to the advanced estimates of Central Statistical Organisation trading sectorrecorded a growth of 3.6 per cent in F.Y.-15.
Statements made in the 'Management Discussion and Analysis Report' describing theCompanies' objectives expectations or predictions may be forward looking within themeaning of applicable securities laws and regulations. Actual results may differmaterially from those expressed in the statement important factors that influence theCompany's operations include global and domestic supply and demand conditions.
We undertake no obligation to publicly update any forward-looking statements whetheras a result of new information future events or otherwise.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The statement of particulars under Section 134(3)(m) of the Companies Act 2013 readwith Rule 8(3) of the Companies (Accounts) 2014 regarding conservation of energytechnology absorption and Foreign Exchange Earnings and outgo are given below:
a) Your Company has not consumed energy of any significant level. Accordingly nomeasures were taken for energy conservation and no investment is required to be forreduction of energy consumption.
b) No comment is made on technology absorption considering the nature of activitiesundertaken by your Company during the year under review.
c) No Expenditure has been made for research and development during the year underreview.
d) There were no Foreign Exchange earnings or out go during the year under review.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANYOCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATEAND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of the Companyoccurred between the ends of the financial year to which this financial statement relateon the date of this report
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant and material orders passed by the Regulators or Courts orTribunals impacting the going concern status and Ccompanys operations in future.
LISTING OF SHARES
The equity shares of your Company are listed with The Calcutta Stock Exchange Ltd. andare also traded under permitted category at BSE Limited. Listing fees has already beenpaid for FY 2015-16 in pursuance to Clause 38 of the Listing Agreement.
The Company has neither issued shares & Securities or any other instruments nor anycorporate benefits during the year under review.
The Company strongly believes that the growth of the organization can be sustainedthrough the continuous development of its people who contribute to the business success.Today the Company is proud of its performance driven team. It is the strategy of theleadership team and the execution skills of our people that will take the organization togreater heights.
Today HR has become a critical catalyst for continuous transformation during a phase ofrapid growth and transition from a midsized Company to a large corporation in line withthe Company's vision. The Company continues to maintain excellent industrial relationwhile ensuring development of its human resources through appropriated training andfurther educational programs.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013.
There were no cases filed pursuant to the Sexual Harassment of Woman at Workplace(Prevention Prohibition and Redressal) Act 2013.
ADDITIONAL INFORMATION TO SHAREHOLDERS
All important and pertinent investor information such as financial results investorpresentations press releases new launches and project updates are made available on theCompanys website www.adinathbio.com on a regular basis.
CODE OF CONDUCT
As prescribed under Clause 49 of the Listing Agreement a declaration signed by Wholetime Director affirming compliance with the Code of Conduct by the Directors and seniormanagement personnel of the Company for the financial year 2014-15 forms part of theCorporate Governance Report
Your Directors wish to place on record their appreciation and thankful acknowledgementfor valuable assistance the Company received from all Lending Bankers.
| ||By Order of the Board |
| ||For Adinath Bio-Labs Limited |
|Date : 20/08/2015 ||Abhishek Kumar Jain |
|Place : Kolkata ||(Whole Time Director) |