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Advik Laboratories Ltd.

BSE: 531686 Sector: Health care
NSE: N.A. ISIN Code: INE537C01019
BSE LIVE 11:32 | 02 Dec 5.01 -0.10
(-1.96%)
OPEN

5.11

HIGH

5.35

LOW

5.01

NSE LIVE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 5.11
PREVIOUS CLOSE 5.11
VOLUME 1685
52-Week high 15.42
52-Week low 4.50
P/E
Mkt Cap.(Rs cr) 9.57
Buy Price 5.01
Buy Qty 215.00
Sell Price 0.00
Sell Qty 0.00
OPEN 5.11
CLOSE 5.11
VOLUME 1685
52-Week high 15.42
52-Week low 4.50
P/E
Mkt Cap.(Rs cr) 9.57
Buy Price 5.01
Buy Qty 215.00
Sell Price 0.00
Sell Qty 0.00

Advik Laboratories Ltd. (ADVIKLABS) - Director Report

Company director report

Dear Members

Your Directors are delighted to present the 21st Annual Report of yourCompany together with the Audited Annual Accounts for the financial year ended 31stMarch 2015.

1. Financial Results

The Financial Performance of your Company for the year ended March 31 2015 issummarized below

(Amount in Lacs)

Particulars

For the year ended

31.03.2015 31.03.2014
Profit before Depreciation & Income Tax (26.53) 164.64
Less: Depreciation 64.90 68.45
Profit after depreciation (91.43) 96.19
Less: Provision for Income Tax: - 18.32
Less/ Add: Deferred tax Saving/Liability (23.92) 31.50
Profit After Taxation (67.51) 46.37
Add: Profit brought Forward 234.86 188.49
Less: Adjustment on account of Depreciation 61.20 -
Balance Carried over to Balance Sheet 106.15 234.86

2. Dividend

In view of insufficiency of profits your Directors regret their inability torecommended dividend on equity shares for the year under review.

3. Reserves

In view of insufficiency of profits no amount is proposed to be transferred toReserves for the year under review.

4. Year under Review & Future Outlook

During the year under review the export order could not be obtained by the Company inview of no demand from existing foreign buyer. The Company expects to get overseas ordersoon.

5. Change in the nature of business if any

During the year there is no change in the nature of business activity of the company.

6. Material changes and commitments if any affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report

During the period between the end of the financial year of the company and the date ofthe report there are no material changes and commitments which affect the financialposition of the company.

7. Details of significant and material orders passed by the Regulators or Courts orTribunals impacting the going concern status and company's operations in future:

During the year there is no significant and material orders passed by the Regulatorsor Courts or Tribunals which impact the going concern status and company's operations infuture.

8. Details in respect of adequacy of internal financial controls with reference to theFinancial Statements:

The Board has adopted policies and procedure for ensuring the orderly and efficientconduct of its business including adherence to the company's policies the safeguardingof its asset the prevention and detection of fraud and error the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialdisclosure.

9. Details of Subsidiary/Joint Ventures/Associate Companies:

The Company has no Subsidiary. During the year no company has become or ceased assubsidiary/Joint- venture/Associate of the company.

10. Performance and financial position of each of the subsidiaries associates andjoint venture companies included in the consolidated financial statement:

During the year no consolidated financial statements have been prepared by the companyas the Company has no subsidiary company.

11. Deposits:

Your Company has not accepted any deposits from public within the meaning of Section 73of the Companies Act 2013 read with Companies (Acceptance of Deposits) Rules 2014during the year under review. The details relating to deposits covered under Chapter V ofthe Act is as under-

(a) accepted during the year Rs Nil
(b) remained unpaid or unclaimed as at the end of the year Rs Nil
(c) whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so number of such cases and the total amount involved No
(i) at the beginning of the year Rs Nil
(ii) maximum during the year Rs Nil
(iii) at the end of the year Rs Nil

12. Auditors:

In accordance with the provisions of Section 139? of the Companies Act 2013 themembers had at the last Annual General Meeting held on 30th September 2014 appointed M/s.RMA & Associates Chartered Accountants New Delhi the Statutory Auditors of theCompany (Registration No. 000978N) for four consecutive financial years i.e. from theconclusion of the 20th AGM till the conclusion of the 24th AGM of the shareholders of theCompany. Section 139? further provides that the appointment of statutory auditors shall beplaced before the members at every AGM for ratification.

They have confirmed that their appointment if ratified shall be in accordance withthe provisions of Section 139(1) of the Act read with Companies (Audit and Auditors)Rules 2014 and that they are not disqualified for their reappointment as StatutoryAuditors of the Company. They have furnished a certificate of their eligibility andconsent under Section 139(1) and 141 of the Companies Act 2013 and the rules framed thereunder. They have also confirmed that they hold a valid peer review certificate asprescribed under Clause 41(1)(h) of the Listing Agreement.

Accordingly a resolution seeking members' ratification for the continued appointmentof M/s. RMA & Associates Chartered Accountants New Delhi the Statutory Auditors ofthe Company is included at Item No. 3 of the Notice convening the AGM.

The Board recommends the aforesaid resolution for approval of members COST AUDIT

Pursuant to the various circulars issued by the Ministry of Corporate Affairs theCompany is required to maintain cost records for all the products being manufactured by itand get the same audited by a cost auditor. But due to turnover based criteria asprescribed by Central Government cost audit is not required on our company for the year2015-2016 as per notification no. F.No.1/40/2013-CL-V dated 31.12.2014.

13. Auditors' Report:

The company always strives to present an unqualified Financial Statement. However thereare some observations on Auditors' in Auditors' Report at point no. 7(a) & 9 fornon-payment of undisputed statutory dues & bank dues. In this regard board would liketo clarify that this is a temporary phenomenon as due to some financial constraintscompany could not make the payment & the same will be repaid very soon.

14. Share Capital :

A Issue of equity shares with differential rights: During the year company has not issued any equity shares with differential rights.
B Issue of sweat equity shares During the year company has not issue any Sweat equity shares.
C Issue of employee stock options During the year company has not issued employee stock options.
D Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees Rs Nil
E Bonus Shares No bonus shares were issued during the year under review.
F Conversion of Warrants During the year under review there was no increase in the paid up share capital of the Company. However on 15/05/2015 the Board of Directors of your Company has converted 4082650 share warrants into equitable number of equity shares issued earlier to promoters and non-promoters on 21/11/2013. Hence the paid up capital of the Company stands increased from Rs. 150287500/- i.e 15028750 equity shares of Rs. 10/- each to Rs. 191114000/- i.e19111400 equity shares of Rs. 10/- each.

16. Conservation of energy technology absorption and foreign exchange earnings andoutgo:

The company lay focus on Conservation of energy with studies discussions and analysiswhich are undertaken regularly for further improvement. In terms of requirements ofSection 134 (3) (a) of the Companies Act 2013 read with rule 8 of Companies (Accounts)Rules 2014 the required information relating to conservation of energy technologyabsorptions and foreign exchange earnings and outgo are Annexed hereto as Annexure-B

17. Corporate Social Responsibility (CSR):

In terms of section 135? of the Companies Act 2013 the provisions of Corporate SocialResponsibility are not applicable to the Company.

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A) Changes in Directors and Key Managerial Personnel Appointment and Cessation

During the year under review Ms. Madhu Sharma was appointed as a Director in thecategory of Non-Executive Woman Director of the Company with effect from 30th September2014 in terms of relevant provisions of the Companies Act 2013 at the Annual GeneralMeeting held on 30th September 2014.

Further during the year under review Mr. Sachin Garg was duly appointed as theManaging Director of the Company w.e.f. 30/09/2014 in the annual general meeting held on30/09/2014 for a period of five years.

Further in the Board Meeting held on 02/09/2014 Mr. Manoj Kumar Bhatia was appointedas the Chief Financial Officer of the Company.

Retirement by Rotation

In accordance with the provisions of the Companies Act 2013 Mr. Sachin Garg ManagingDirector of the Company retires by rotation at the forthcoming AGM and being eligibleoffers himself for re-appointment.

Mr. Sachin Garg aged 35 years is a fellow Member of the Institute of CharteredAccountants of India. He has rich experience of more than 7 years. He has significantexpertise in Corporate Laws Audit Finance & Taxation Capital Markets ProjectManagement etc. He has always demonstrated a certain dynamism and foresight seen in themost pragmatic of professional.

Mr. Sachin Garg does not hold any shares in the Company. Detail of his Directorship inother companies is as follows:-

Sl. No. Directorships in other Public Companies
1 M/s B.P.Capital Limited
2. M/s Onus Plantations & Agro Limited
3. M/s Onshore Shipping Limited

Cessation

Ms. Anjali Kalra Company Secretary of the Company has tendered her resignation w.e.f.08th December 2014. The Board puts its sincere appreciation towards thevaluable contribution shown by her in meeting out the Statutory Compliances of theCompany.

Further during the year under review Ms. Vaishali Anand was appointed as the CompanySecretary of the Company w.e.f. 08th December 2014. However due to somepersonal reasons she also resigned from the Company w.e.f. 10th April 2015.

A. Declaration by Independent Directors

Your Company has received necessary declaration from each Independent Director of theCompany under Section 149(6) of the Companies Act 2013 read with Clause 49(II)(B) ofListing Agreement confirming that they met with the criteria of independence as prescribedunder the aforesaid Section and Clause.

B Formal Annual Evaluation

In compliance with the Companies Act 2013 and Clause 49 of the Listing Agreementduring the year the Board adopted a formal mechanism for evaluating its performance aswell as that of its Committees and Individual Directors including the Chairman of theBoard.

The evaluation of Independent Directors was carried out by the entire Board and that ofthe Chairman and Non - Independent Directors were carried out by the IndependentDirectors.

The Directors were satisfied with the evaluation results which reflected the overallengagement of the Board and its Committees with the Company.

19. Number of meetings of the Board of Directors:

Seven meetings of the Board of Directors were held during the year

20. Committees of the Board:

During the year under in accordance with the Companies Act 2013 and Clause 49 of theListing Agreement the Board reconstituted some of its Committees. The Committees are asfollows:

* Audit Committee

* Stakeholders' Relationship Committee

* Nomination and Remuneration Committee

* Risk Management Committee

Details of the said Committees alongwith their charters compositions and meetings heldduring the year are provided in the Report of Corporate Governance as a part of thisAnnual Report.

21. Board Evaluation:

Clause 49 of the Listing Agreement mandates that the Board shall monitor and review theBoard Evaluation framework. The Companies Act 2013 provides that a formal annualevaluation needs to be made by the Board of

its own performance and that of its Committees and individual directors. Schedule IV ofthe Companies Act 2013 states that the performance evaluation of Independent Directorsshall be done by the entire Board of Directors excluding the director being evaluated.

The board of directors has carried out an annual evaluation of its own performanceBoard Committees and individual directors pursuant to the provisions of the Companies Act2013 and the corporate governance requirements as prescribed by Securities and ExchangeBoard of India ("SEBI") under Clause 49 of the Listing Agreements ("Clause49").

The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the Board composition and structureeffectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs fromthe Committee members on the basis of the criteria such as the composition of committeeseffectiveness of Committee meetings etc.

The Board and the Nomination and Remuneration Committee ("NRC")reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the Board and Committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc. In addition the Chairman was also evaluated on the key aspectsof his role.

In a separate meeting of Independent Directors performance of non-independentDirectors performance of the board as a whole and performance of the Chairman wasevaluated taking into account the views of executive directors and non-executivedirectors. The same was discussed in the board meeting that followed the meeting of theIndependent Directors at which the performance of the Board its committees andindividual directors was also discussed.

22. Policy on Directors' Appointment And Remuneration:

Your Company has a policy to have an appropriate mix of executive and independentdirectors to maintain the independence of the Board and separate its functions ofgovernance and management. As on March 31 2015 the Board consisted of 6 members and only1 (One) is an Executive Director 3 are Independent Directors and 2 are non-independentDirectors including 1 woman Non-Executive Director and 1 Non Executive Promoter Director.

The policy of the Company 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 of the Companies Act2013 adopted by the Board is attached as Annexure - C to the Board Report. Further theremuneration paid to the Directors is as per the terms laid out in the nomination andremuneration policy of the Company.

23. Risk management policy and Internal Control:

The Company has adopted a Risk Management Policy duly approved by the Board and alsohas in place a mechanism to identify access monitor and mitigate various risks to keybusiness objectives. Major risks identified by the businesses and functions aresystematically addressed through mitigating actions on a continuing basis.

24. Whistle Blower Policy and Vigil Mechanism

Your Company has established a "Whistle Blower Policy" and Vigil Mechanismfor directors and employees to report to the appropriate authorities concerns about theunethical behavior actual or suspected fraud or violation of the Company's code ofconduct policy and provides safeguards against victimization of employees

who avail the mechanism and also provide for direct access to the Chairman of the AuditCommittee. The said policy has been uploaded on the website of the company. The same canbe accessed at the link http://www.advikindia.com/investor.html

23. Particulars of loans guarantees or investments under Section 186:

Particulars and details of loan given investments made or guarantees given andsecurities provided if any are given in the Notes to the Financial Statements.

25. Contracts and arrangements with related parties:

During the year under review no contracts/arrangements/transactions has been enteredby the company with related parties.

However as a matter of Company's policy all contracts/arrangements/transactions ifany which will be entered by the company with related parties would be in the ordinarycourse of business and on an arm's length basis and details and prescribed particulars ofall such transactions (if any) will be contained in the Notes to the Financial Statements

26. Secretarial Audit Report:

In terms of Section 204(1) of the Companies Act 2013 and the rules made thereunderM/s A. K. Friends & Co. was appointed as the Secretarial Auditor to undertake theSecretarial Audit of the Company for the F.Y. 2014-15. The report of the Secretarial Auditin Form No. MR -3 is annexed to & forms part of this Report as Annexure -D.

There are no qualifications reservations adverse remarks or disclaimers given by theSecretarial Auditor in the Report.

27. Corporate Governance:

Your Company comply with the Securities and Exchange Board of India's guidelines onCorporate Governance in accordance with Clause 49 of the Listing Agreement with the StockExchanges. A separate report on Corporate Governance alongwith Auditors' Certificate onthe compliance is attached with the Report.

28. Directors' Responsibility Statement:

Pursuant to the provisions contained in Section 134(3)(c) & 134(5) of the CompaniesAct 2013 the Board to the best of its knowledge and belief confirm that:

(a) in the preparation of the annual accounts for the financial year ended 31stMarch 2015 the applicable accounting standards read with requirements set out underschedule III to the Act have been followed and no material departures have been made fromthe same;

(b) 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 and ofthe profit or loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors have prepared the annual accounts on a going concern basis;

(e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and operating efficiently;and

(f) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

29. Particulars of Employees:

There are no employees employed throughout the financial year who were in receipt ofremuneration of Rs. 60 Lacs or more or employed for part of the year who were in receiptof remuneration of Rs. 5 lacs or more a month under Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Remuneration) Rules 2014.

Disclosure u/s 197(12) and Rule 5? of the Companies Appointment and Remuneration ofManagerial Personnel) Rules 2014 are annexed herewith as Annexure - E.

30. Internal Auditors & Their Report:

Pursuant to the provisions of Section 138 of the Companies Act 2013 and Rules madethereunder the Company had appointed M/s Sanghi & Co. as Internal Auditor for thefinancial year 2014-15.

Internal Financial Control and Their Adequacy

The Board has adopted policies and procedure for ensuring the orderly and efficientconduct of its business including adherence to the company's policies the safeguardingof its asset the prevention and detection of fraud and error the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialdisclosure.

The Company has an adequate internal controls system commensurate with its size and thenature of its business. All the transactions entered into by the Company are dulyauthorized and recorded correctly. All operating parameters are monitored and controlled.The top management and the Audit Committee of the Board of Directors review the adequacyand effectiveness of internal control systems from time to time.

31. Disclosures under Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act 2013 read with Rules thereunder:

Pursuant to the provisions of Section 22 of Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013 read with Rules thereunder theCompany has not received any complaint of sexual harassment during the year under review.

32. Human Resources:

Your Company treats its "human resources" as one of its most importantassets. We focus on all aspects of the employee lifecycle. This provides holisticexperience for the employees as well. During their tenure at the Company employees aremotivated through various skill development programs. We create effective dialogue throughour communication channels to ensure effective dialogue through our communication channelsto ensure that feedback reach the relevant team including leadership.

Your Company continuously invests in attraction retention and development of talent onan ongoing basis. A number of programs that provide focused people attention are currentlyunderway. Your Company thrust is on the promotion of talent internally through jobrotation and job enlargement.

33. Segment-wise performance

The Company is into single reportable segment only.

34. Acknowledgements

Your Directors are grateful to the Government of India the Reserve Bank of India theSecurities and Exchange Board of India the Stock Exchanges and other regulatoryauthorities for their valuable guidance and support and wish to express their sincereappreciation for their continues co-operation and assistance. We look forward for theircontinued support in future.

Your directors would like to express their sincere appreciation for the assistance andcooperation received from banks customers vendors Government members and employeesduring the year under review.

Finally the Directors thank you for your continued trust and support.

For and on behalf of Board
Sd/-
Date: 03rd September 2015 (Peeyush Kumar Aggarwal)
Chairman
Place: New Delhi DIN :00090423

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