Adinath Bio-Labs Ltd.
|BSE: 590088||Sector: Others|
|NSE: N.A.||ISIN Code: INE129D01039|
|BSE 00:00 | 04 Mar||Adinath Bio-Labs Ltd|
|NSE 05:30 | 01 Jan||Adinath Bio-Labs Ltd|
|BSE: 590088||Sector: Others|
|NSE: N.A.||ISIN Code: INE129D01039|
|BSE 00:00 | 04 Mar||Adinath Bio-Labs Ltd|
|NSE 05:30 | 01 Jan||Adinath Bio-Labs Ltd|
TO THE SHAREHOLDERS
Your Directors are pleased to present the 36th Annual Report together withthe Audited Statement of Accounts and the Auditors Report of your company for the yearended 31st March 2017.
The Financial highlights for the year under review are given below:
The Total Income for the financial year under review is Rs. 56.00 lacs against Rs.99.72lacs in previous year. The Net Profit generated by the company during the year underreview is Rs.2.07 lacs as compared to Rs. 14.37 lacs during the previous year.
The Company has been continuously focusing on its existing line of business to improveits profitability in near future.
DIVIDEND AND TRANSFER TO RESERVE:
Your Company intends to conserve available resources to invest in the growth of thebusiness and pursue strategic growth opportunities. Accordingly your Directors do notrecommend any dividend for the year. Hence there has been no transfer to Reserves duringthe financial year 2016-2017.
The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on the date of theBalance sheet.
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:
As on March 31 2017 the Board of Directors of your Company comprised of Four (4)Directors one of whom Mr. Abhishek Kumar Jain is the Whole Time Director. The remainingthree (3) directors are Non-Executive and independent directors. Pursuant to theprovisions of Section 149 of the Act Mr. Manoj Kumar Bothra Mrs. Sharmila Ranabhat asNon-Executive Independent Directors of the Company. Mrs. Chanderkala Devi Lakhotia isbeing act as Non Executive (Woman) Director.
The composition of the Board is in consonance with Regulation 17 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 as amended from time to timeand in accordance with the applicable provisions of Companies Act 2013.
During the year Mr. Jyotirraditya Singha (Non-Executive Independent Directors) hastendered his resignation letter dated 14th November 2016 to the board due tohis preoccupation in other work. The Board considered and approved his resignation fromthe post of directorship including the membership of respective committee with effectfrom14/11/2016. The Board places on record its gratitude for the services rendered by himduring the tenure as director of the Company.
Mrs. Chanderkala Devi Lakhotia Non-Executive Directors is liable to retire byrotation at the ensuing AGM pursuant to Section 152 and other applicable provisions ifany of the Companies Act 2013 read with the Companies (Appointment and Qualification ofDirectors) Rules 2014 (including any statutory modification(s) or re-enactment(s) thereoffor the time being in force) the Articles of Association of the Company and beingeligible have offered himself for re-appointment.
Appropriate resolutions for appointment /re-appointment are being placed for theapproval of the shareholders of the Company at the ensuing AGM. The brief resume ofdirectors appointed/re- appointed and other related information has been detailed in theNotice read along with the explanatory statement convening the 36thAGM of theCompanyin accordance with the provisions of the Companies Act 2013 read with the Rulesissued thereunder and the Regulation 36 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 as amended from time to time.
POLICY ON DIRECTOR APPOINTMENT & REMUNERATION:
The Company's policy on Director's Appointment and Remuneration including criteria fordetermining qualifications positive attributes independence of a Director and othermatters provided under sub-section (3) of Section 178 has beendisclosed in the CorporateGovernance Report which forms the part of the Directors Report.
REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES:
The remuneration paid to the Directors is in accordance with the Nomination andRemuneration Policy formulated in accordance with Section 178 of the Companies Act 2013and Regulation 19 of the Listing Regulations (including any statutory modification(s) orre-enactment(s) thereof for the time being in force). The salient aspects covered in theNomination and Remuneration Policy has been outlined in the Corporate Governance Reportwhich forms a part of this report.
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 Section 134(3) read with Section 134(5) of the Companies Act 2013 theboard of Directors to the best of their knowledge and ability confirm that:
(i) in the preparation of the annual accounts for the year ended 31st March2017 the applicable accounting standards have been followed alongwith 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 2017 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) the annual accounts have been prepared on a going concern basis;
(v) the directors have laid down internal financial controls to be followed by thecompany and such internal financial controls are adequate and operating effectively;
(vi) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
DECLARATION OF INDEPENDENT DIRECTORS:
The Company has received necessary declaration from each of independent Director underSection 149(7) of the Companies Act 2013 that they meet the criteria of independencelaid down in Section 149(6) of the Companies Act 2013 and the relevant rule andRegulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
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 Company Secretary of the Company acts as Secretary ofthe Committee. During the year there are no instances where the Board had not acceptedthe recommendations of the Audits.
NOMINATION AND REMUNERATION COMMITTEE:
The Company has duly constituted Nomination and Remuneration Committee to align withthe requirements prescribed Regulation 19 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and read with Section 178 ofthe Companies Act 2013.
The details of the Composition of the Nomination and Remuneration Committee are givenin the Corporate GovernanceReport. The Board has framed a policy for selection andappointment of Directors Senior Management including KMP and their Remuneration. Thepolicy provides for determining qualifications positive attributes and independence of aDirector.
STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THECOMPANY:
The Board of Directors of the Company has framed a Risk Management Committee to frameimplement and monitor the risk management plan for the Company. The Committee isresponsible for reviewing the risk management plan and ensuring its effectiveness. TheCommittee has additional oversight in the area of financial risks and controls. Majorrisks identified by the business and functions are systematically address throughmitigation action on a continuing basis. The details of Committee and its terms ofreference are set out in the Corporate Governance Report forming part of the Board Report.
NUMBER OF MEETING OF THE BOARD:
During the year under review 8 (Eight) Meetings of the Board of Directors of theCompany were convened and held. The relevant details including composition of the Boarddate of meetings attendance and composition of various Committees of the Board are givenin the Corporate Governance Report which forms part of this report. The details regardingthe composition of various committees are also available on the Company's website: www.adinathbio.com
DISCLOSURE REGARDING COMPANY'S POLICIES UNDER COMPANIES ACT 2013 AND SEBI (LISTINGOBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS 2015:
The Company has framed various policies as per SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 & Companies Act 2013; viz. i) Determining materialsubsidiary ii) Performance evolution of the Board Committee and Directors iii)Materiality of Related Party transactions iv) Whistle Blower/vigil Mechanism v) ArchivalPolicy vi) code of conduct for Directors vii) Remuneration of the Directors & KMP aredisplayed on the website of the Company:www.adinathbio.com.
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 2017 made underthe provisions of Section 92 (3) of the Companies Act 2013 read with Rule 12(1) of theCompanies (Management and administration) Rules 2014 in Form No. MGT 2 9 is furnished in Annexure-1and is attached to this Report.
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 Listing Regulation of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Board hascarried out an Annual Performance evaluation of its own performance the Directorsindividually as well as the evaluation of the working of its various 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.
The Board of Directors expressed its satisfaction with the evaluation process.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
Your company is committed to highest standards of ethical moral and legal businessconduct. Accordingly the Board of Directors have formulated a Whistle Blower Policy whichis in compliance as per the provisions of Section 177(10) of the Companies Act 2013 andRegulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015. The policy provides for a framework and process whereby concerns can be raised byits employees against any kind of discrimination harassment victimization or any otherunfair practice being adopted against them. These also have been outlined in the CorporateGovernance Report which forms part of this report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTSMADE UNDER SECTION 186 OF THE COMPANIESACT 2013:
The Company has complied with the provisions of Section186 of the Companies Act 2013in respect of investments made and outstanding at the year- end details of which are givenin the Financial Statements. There were no loans or guarantees made by the Company duringthe year under review.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
There are no significant and material orders issued against the Company by anyRegulating AuthorityCourt or Tribunal affecting the going concern status and Company'soperation in future. Hence disclosure pursuant to Rule 8 (5) (vii) of Companies(Accounts) Rules 2014 is not required.
How ever BSE's regulating authority issued the notice dated 28th Feb.2017 in which the trading in the securitiesof the Company had been suspended with effectfrom 08th March 2017earlier which was permitted under "INDONEXT /Permitted Category" and thereafter the delisting order for the same was issued on 29thMarch 2017 with effect from 31st March 2017.
Action of regulator has jolted both Investor and Company although the going concernstatus of the Company has not been impacted by that. Your Company is in correspondencewith Stock Exchange and eagerly waiting for positive reply.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
There were no contracts or arrangements made with related parties as defined underSection 188 of the Companies Act 2013 during the year under review and hence enclosure ofFORM AOC-2 with the Board Report is not required. The Company has developed a RelatedParty Transactions Policy for the purpose of identification and monitoring of such type oftransactions.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:
The Company does not have any Subsidiary Joint Venture or Associate Company.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management Discussion and Analysis Report is a part of the Annual Report and aregiven in a separate section and forms part of the Annual Report.
AUDITORS AND REPORTS:
The matters related to Auditors and their Reports are as under:
1. Statutory Auditor and their Report:
Pursuant to the provisions of Section 139 of the Companies Act 2013 and the rulesframed thereunder M/s. Mohindra Arora & Co. Chartered Accountants (Registration No.:006551N) were appointed as Statutory Auditors of the Company from the conclusion of the33rd Annual General Meeting (AGM) of the Company held on 25thAugust 2014 till the conclusion of the 38thAnnual General Meeting to be heldin the year 2019 subject to ratification of their appointment at every Annual GeneralMeeting.
Explanation or Comments on Qualifications Reservations or Adverse Remarks orDisclaimers made by the Statutory Auditors in their Report:
The Report given by the Statutory Auditors for the Financial Statements for the yearended 31st March 2017 read with explanatory notes thereon do not call for anyexplanation or comments from the Board under Section 134(3) of the Companies Act 2013.The remarks if any made by the Auditors in their Report are properly explained in theNote No. 19 of the Financial Statement.
2. Secretarial Auditor & his Report:
M/s. Veenit Pal & Associates Practicing Company Secretary was appointed to conductSecretarial Audit of the Company for the financial year 2016-17 as required under Section204 of the Companies Act 2013 read with Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.
The report of the Secretarial Auditors in Form MR-3 is enclosed as Annexure-IIto this report.
The report confirms that the Company had complied with the statutory provisions listedunder Form MR-3 and the Company also has proper board processes and compliance mechanism.The Report does not contain any qualification reservation or adverse remark ordisclaimer which requires any further comments or explanations in this report.
3. Internal Auditor:
The Board has appointed M/s S. R. Ghedia & Associates Chartered Accountants asInternal Auditors of the Company for Financial Year 2016-2017 under provisions of Section138 of the Companies Act 2013 read with Rule 13 of the Companies (Accounts) Rules 2014as recommended by Audit Committee.
The Company conforms to the norms of Corporate Governance as envisaged in the ListingRegulations with the Stock Exchange. Pursuant to Regulation 34(3) read with Schedule V ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 a detailedCompliance Note on Corporate Governance together with the Auditors Certificate onCorporate Governance is annexed to this report.
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:
There are no material changes and commitments affecting the financial position of theCompany occurred between the ends of the financial year to which this financial statementrelate on the date of this report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
The provisions of Section 134(m) of the Companies Act 2013read with Rule 8(3) of theCompanies (Accounts) 2014 do not apply to our Company.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
Your company was transferred an amount of Rs. 253484.64/- in separate Unclaimed/Unpaid Dividend Account for Financial Year ended 31st March 2010. The saidabove amount will be due to transferred to Investors Education and Protection Fundestablished by the Central Government in the terms of Companies Act 2013.
The Unpaid Dividends on equity shares paid in October 2010 will be due for transfer tothe fund in November 2017 investors who have not yet claimed these dividends arerequested to contact either the
LISTING OF SHARES:
The Equity Shares of your Company are listed with The Calcutta Stock Exchange Ltd. andearlier it was also traded under permitted category at BSE Limited but later on 08/03/2017BSE Limited has suspended trading in the share and delisted the Company w.e.f. 31/03/2017.
Listing fees has already been paid to The Calcutta Stock Exchange Ltd. in pursuance toRegulation 14 of the Listing Regulation.
The Authorized Share Capital and the Paid-up Equity Share Capital have remainedunchanged during the year under review. The Company has neither issued shares &securities or any other instruments nor any corporate benefits during the year underreview.
1. The Company has not bought back any of its securities during the year under review.
2. The Company has not issued any Sweat Equity Shares during the year under review.
3. No Bonus Shares were issued during the year under review.
4. The Company has not provided any Stock Option Scheme to the employees.
CODE OF CONDUCT:
As prescribed under Listing Regulation a declaration signed by the Whole Time Directoraffirming compliance with the Code of Conduct by the Directors and Senior ManagementPersonnel of the Company for the financial year 2016-17 forms part of the GovernanceReport.
REPORTING OF FRAUDS:
During the year under review the Statutory Auditors and Secretarial Auditors have notreported to the Audit Committee and / or Board any instances of fraud committed in theCompany by its officers or employees under Section 143(12) of the Companies Act 2013.
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 correctiveaction are undertaken in the respective areas and thereby strengthen the controls.Significant audit observations and corrective actions thereon are presented to the AuditCommittee 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.
Human Resources Development envisages the growth of the individual in tandem with theorganization. It also aims at the Up-liftment of the individual by ensuring an enablingenvironment to develop capabilities and to optimize performance.
Your Directors want to place on record their appreciation for the contribution made byemployees at all levels who through their steadfastness solidarity and with theirco-operation and support have made it possible for the Company to achieve its currentstatus.
The Company on its part would endeavour to tap individual talents and through variousinitiatives ingrain in our human resources a sense of job satisfaction that would withtime percolates down the line. It is also the endeavour of the Company to create in itsemployees a sense of belonging and an environment that promotes openness creativity andinnovation.
All the manpower initiatives including training meetings and brainstorming sessionsare implemented with the aim of maximizing productivity and aligning organisational needsemployee's aspirations.
ADDITIONAL INFORMATION TO SHAREHOLDERS:
All important and pertinent investor information suchas Financial Results AnnualReports etc. are made available on the Company's websitei.e. www.adinathbio.com on aregular basis.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:
The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013.
Internal Complaints Committee (ICC) has been set up to redress complaints receivedregarding sexual harassment. All employees (permanent contractual temporary trainees)are covered under this policy.
The following is a summary of sexual harassment complaints received and disposed offduring the year 2016-17.
The Directors wish to place on record their appreciation for the contributions made bythe employees at all levels whose continued commitment and dedication helped the Companyachieve better results. The Directors also wish to thank customers bankers Central andState Governments for their continued support. Finally your directors would like toexpress their sincere & whole-hearted gratitude to all of you for your faith in us andyour Co-operation & never failing support.