You are here » Home » Companies » Company Overview » Auro Laboratories Ltd

Auro Laboratories Ltd.

BSE: 530233 Sector: Health care
NSE: N.A. ISIN Code: INE292C01011
BSE LIVE 15:40 | 20 Nov 62.00 2.45
(4.11%)
OPEN

62.00

HIGH

63.00

LOW

59.05

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 62.00
PREVIOUS CLOSE 59.55
VOLUME 4894
52-Week high 88.40
52-Week low 29.10
P/E 13.48
Mkt Cap.(Rs cr) 39
Buy Price 62.00
Buy Qty 2099.00
Sell Price 0.00
Sell Qty 0.00
OPEN 62.00
CLOSE 59.55
VOLUME 4894
52-Week high 88.40
52-Week low 29.10
P/E 13.48
Mkt Cap.(Rs cr) 39
Buy Price 62.00
Buy Qty 2099.00
Sell Price 0.00
Sell Qty 0.00

Auro Laboratories Ltd. (AUROLABS) - Director Report

Company director report

Your Directors have great pleasure in presenting the 28th Annual Reporttogether with the Audited Accounts for the year ended March 31 2017.

1. FINANCIAL HIGHLIGHTS:

FINANCIAL RESULTS: Year ended 31.03.2017 Year ended 31.03.2016
` In Lakhs ` In Lakhs
Gross Income 3700.30 2833.41
Profit (Loss) before tax 292.32 88.19
Tax Expense:
Current tax expense for current year -- -
Deferred tax 151.98 -
Tax expense for Earlier years -- -
Profit (Loss) for the period 140.34 88.19

FINANCIAL PERFORMANCE:

Particulars 2016-17 2015-16 2014-15
Total revenue 3700.30 2833.41 3288.84
Profit before depreciation and amortization 378.7 156.4.08 151.96
Depreciation and amortization 86.38 68.29 71.58
Profit before exceptional items & tax 292.32 88.19 80.38
Exceptional items - - -
Profit before tax 292.32 88.19 80.38
Tax expense - - -
- Deferred Tax 151.98 - -
Net profit after tax 140.34 88.19 80.38
Equity shares 62.325 62.325 62.325
EPS 2.25 1.42 1.29

2. REVIEW OF OPERATIONS:

During the year your Company has performed well in terms of revenue and profit. TheCompany has achieved total revenue of `3700.30 Lakhs as against ` 2833.41 Lakhs in theprevious year. The Profit after tax was ` 292.32 Lakhs as against Profit of ` 88.19 Lakhsin the previous year. Your Company is undertaking expansion plan in existing unit toincrease production capacity and undertaking active efforts towards accelerating thegrowth speed and is optimistic about better performance in the future.

The current year looks promising with the Company investing in new marketing strategiesand has taken appropriate measures in order to achieve sale targets.

3. DIVIDEND & TRANSFER TO RESERVES:

To consolidate the financial position of the Company the Board does not propose anydividend for the year ended March 31 2017.

The Board does not propose to transfer any amount to General Reserves for the aforesaidfinancial year.

4. SHARE CAPITAL OF THE COMPANY:

The Paid up Equity share Capital as at 31st March 2017 was `62325000/-divided into 6232500 Equity shares having face value of `10/- each fully paid up.During the year under review the Company has not issued any shares with differentialvoting rights nor granted any stock neither options nor sweat equity.

5. SUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES:

The Company does not have any subsidiaries joint ventures or associate companies.

6. CHANGE IN THE NATURE OF BUSINESS:

There was no change in the nature of business activities during the financial year2016-17.

7. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 152 of the Companies Act 2013 and theArticles of Association of the Company Mr. Siddhartha Deorah Whole Time Director of theCompany retires by rotation at the forth coming Annual General Meeting and being eligibleoffers himself for re-appointment.

The Board of Directors on the recommendation of the Nomination and RemunerationCommittee has reappointed Mr. Sharat Deorah as Chairman & Managing Director and Mr.Siddhartha Deorah as Whole Time Director for a period of 3 years w.e.f. April 1 2017subject to approval of the members at the Annual General Meeting.

During the Financial Year under review there has been no change in the Key ManagerialPersonnel of the Company.

8. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

The Board meets at regular intervals to discuss and decide on various issues includingstrategy related matters pertaining to the business of the Company.

The Board of Directors met 6 (Six) times during the Financial Year i.e. May 30 2016August 12 2016 September 26 2016 November 11 2016 December 20 2016 and February 102017.

Name of the Director Designation Nos. of Meetings held Meeting attended
Mr. Sharat Deorah Chairman & Managing Director 6 6
Mr. Siddhartha Deorah Whole Time Director 6 6
Mr. Govardhan Das Agarwal Independent Director 6 6
Mr. Kailash Chandra Bubna Independent Director 6 6
Mrs. Kavita Sharma Woman Director 6 6

9. DECLARATION BY INDEPENDENT DIRECTOR(S):

Independent Directors have given declarations that they meet the criteria ofIndependence as laid down under Section 149(6) of the Companies Act 2013 and SEBI(Listing Obligation and Disclosure Requirements) Regulation 2015

10. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (3)(c) of the Companies Act 2013 the Directors confirm that:

(a) In the preparation of the Annual Accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departure if any';

(b) The Directors had 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 endofthefinancial year and of theprofit and 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 this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities

(d) The Directors had 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 were operatingeffectively

(f) The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

11. COMMITTEES OF THE BOARD:

As on March 31 2017 the Company has in place the following Committees:

Audit Committee

Nomination & Remuneration Committee

Shareholders Relationship Committee

Details of the Committees of the Board of Directors and meetings held during the yearunder review are as follows:

11.1AUDIT COMMITTEE:

Audit Committee comprising of Two Independent TheCompanyhasconstituted

Director and One Executive Directors in compliance with the provisions of Section 177of the Companies Act 2013 and SEBI (Listing Obligation and Disclosure Requirements)Regulation 2015. The Audit

Committee acts in accordance with the terms of reference specified from time to time bythe Board. All the members have financial and accounting knowledge.

The Committee Members met 4 (Four) times during the Financial Year i.e. May 30 2016August 12 2016 November 11 2016 and February 10 2017.

Attendance record at the meetings of the Audit Committee of Directors during FinancialYear 2016–17:

Name of the Director Position Category Nos. of Meetings held Meeting attended
Mr. Kailash Chandra Bubna Chairperson Independent Non- Executive 4 4
Mr. Govardhan Das Agarwal Member Independent Non- Executive 4 4
Mr. Siddhartha Deorah Member Executive Director 4 4

11.2 NOMINATION & REMUNERATION COMMITTEE:

The Company is having "Nomination and Remuneration Committee" in accordancewith Section 178 of Companies Act 2013 and SEBI (Listing Obligation and DisclosureRequirements) Regulation 2015. The Committee comprises of Mr. Kailash Chandra BubnaIndependent Director as the Chairperson Mr. Govardhan Das Agarwal and Mrs.Kavita Sharmaas Members. The Board of Directors has framed a policy which lays down a framework inrelation to remuneration of Directors Key Managerial Personnel and

Senior Management of the Company. The policy lays down the criteria determiningattributes independence of a director and other matters pursuant to the provisions of theCompanies Act 2013.

The Committee Members met 4 (Four) times during the Financial Year i.e. May 30 2016September 26 2016 December 20 2016 and February 10 2017.

Attendance record at the meetings of the Nomination and Remuneration Committee ofDirectors during Financial Year 2016–17:

Name of the Director Position Category Nos. of Meetings held Meeting attended
Mr. Kailash Chandra Bubna Chairperson Independent Non-Executive 4 4
Mr. Govardhan Das Agarwal Member Independent Non-Executive 4 4
Mrs. Kavita Sharma Member Independent Non-Executive 4 4

11.3 STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Company is having ‘Stakeholders Relationship Committee' in order to align itwith the provisions of Section 178 of the Companies Act 2013. The Committee has beenconstituted to strengthen the investor relations and to inter-alia look into issuesrelating to shareholders grievances pertaining to transfer of shares non- receipt ofdeclared dividends non-receipt of Annual Report issues concerning de-materializationetc.

The Following table shows the nature of complaints received from the shareholdersduring the years 2016-2017.

Nature of Complaints No. of complaints received during the year 2016-2017 No. of Complaints Resolved
Non receipt of Divident Warrant -- --
Non receipt of Annual Report -- --
Non receipt of Share Certificate 1 1
SEBI -- --

There were no complaints pending as on 31st March 2017.

The Committee membersmet4(Four)timesduringthefinancial year i.e. May 30 2016 August12 2016

November 11 2016 and February 10 2017.

Name of the Director Position Category Nos. of Meetings held Meeting attended
Mr. Kailash Chandra Bubna Chairperson Independent Non-Executive 4 4
Mr. Govardhan Das Agarwal Member Independent Non-Executive 4 4
Mr. Siddhartha Deorah Member Executive Director 4 4

11.4 SHAREHOLDING OF NON-EXECUTIVE INDEPENDENT DIRECTORS

The shareholding in the Company by the Non-Executive Independent Directors in their ownname is NIL.

12. BOARD EVALUATION:

The Board of Directors carried out an annual evaluation of its own performancecommittees and individual directors pursuant to the provisions of the Act and asprescribed by SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

The performance of the Board was evaluated after seeking inputs from all the directorson the basis of the criteria as under:

• Board composition and structure

• Effectiveness of Board processes information and functioning

The performance of the committees was evaluated by the Board after seeking inputs fromthe committee members on the basis of the criteria such as:

• Composition of committees

• Effectiveness of committee meetings

• Achievements during the year based on their duties

• Reviewing the terms of reference of the committees

The Board and the Nomination and Remuneration Committee reviewed the performance of theindividual directors on the basis of the criteria such as;

• Contribution of the director to the Board's strategic thinking

• Leadership and commitment of the director

• Participation in Board and Committee meetings

• Communication and interpersonal skills of the director

• Ethical issues and dilemmas faced by the director

• Relationship of the director with the senior management.

In addition the Chairman was also evaluated on the key aspects of his role.

Performance evaluation of Independent directors was done by the entire Board on thebasis of their role accountability objectivity leadership qualities and personalattributes. The Directors being evaluated did not participate in the evaluation process.

13. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a Vigil Mechanism / Whistle Blower policy to report genuine concernsgrievances frauds and mismanagements if any. The Vigil Mechanism /Whistle Blower policyhas been posted on the website of the Company www.aurolaboratories.com

14. CODE OF CONDUCT:

Your Company is committed to conducting its business in accordance with the applicablelaws rules and regulations and highest standards of business ethics. In recognitionthereof the Board of Directors has implemented a Code of Conduct for adherence by theDirectors (including Independent Directors) Senior Management Personnel and Employees ofthe Company. This will help in dealing with ethical issues and also foster a culture ofaccountability and integrity. The Code has been posted on the Company's www.aurolaboratories.com.

All the Board Members and Senior Management Personnel have confirmed compliance withthe Code.

15. FIXED DEPOSIT:

Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.

16. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The details of loans guarantees and investments covered under Section 186 of theCompanies Act 2013 read with Companies (meeting of Board and its Powers) Rules 2014 formpart to the financial statements in this Annual Report.

17. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators or Courts thatwould impact the going status of the Company and its future operations.

18. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT-9 as requiredunder Section 92 of the Companies Act 2013 is included in this Report as Annexure‘A' and forms an integral part of this Report.

19. RELATED PARTY TRANSACTIONS:

During the financial year 2016-17 your Company has not entered into transactions withrelated parties as defined under Section 2(76) of the Companies Act 2013 read withCompanies (Specification of Definitions

Details) Rules 2014 and hence provisions of Section 188 of the Companies Act 2013 arenot applicable to Company.

20. STATUTORY AUDITORS:

Your Board proposes to appoint M/s. Khurdia Jain & Co. Chartered AccountantsMumbai (Firm Registration No. 120263W) with the Institute of Chartered Accountants ofIndia) in place of M/s. Kothari

Jain & Associates Chartered Accountants the retiring Auditors to hold officefrom the conclusion of the ensuing AGM until the conclusion of the 33rd AGM tobe held in 2022 (subject to ratification of the appointment by the members at every AGMheld after this AGM). As required under the provisions of

Section 139 of the Companies Act 2013 the Company has obtained written confirmationfrom M/s.

Khurdia Jain & Co. Chartered Accountants that their appointment if made wouldbe in conformity with the limits specified in the said Section.

21. SECRETARIAL AUDIT:

Pursuant to provisions of Section 204 of the Companies Act 2013 and the Rules madethereunder the company has appointed M/s. GMJ & Associates Company Secretaries toundertake the Secretarial Audit of the Company for the year ended March 31 2017.

The Secretarial Audit Report is annexed herewith as Annexure ‘B' and formsan integral part to this Report.

22. COST AUDIT:

Pursuant to the provisions of Section 148 of the Companies Act 2013 read with Rulesmade thereunder

Cost Audit is not applicable to the Company for the financial year 2016-17.

23. AUDITOR'S REPORT/ SECRETARIAL AUDIT REPORT:

The observations of the Auditors contained in their Report have been adequately dealtwith in the Notes to the Accounts which are self-explanatory and therefore do not callfor any further comments.

Further the Auditors Report and the Secretarial Audit Report for the Financial Year2016-17 do not contain any qualifications reservations or adverse remarks.

24. PREVENTION OF SEXUAL HARASSMENT:

The Company has complied with the provisions of Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the Rules made thereunder. Duringthe year under review no complaints were reported.

25. RISK MANAGEMENT:

Your Company recognizes that risk is an integral part of business and is committed tomanaging the risks in a proactive and efficient manner; your Company periodically assessesrisks in the internal and external environment along with the cost of treating risks andincorporates risk treatment plans in the strategy business and operational plans.

The Company has in place a Risk Management Policy (a) to ensure that all the currentand future material risk exposures of the Company are identified assessed quantifiedappropriately mitigated minimized and managed i.e. to ensure adequate systems for riskmanagement. (b) to establish a framework for the company's risk management process and toensure its implementation. (c) to enable compliance with appropriate regulations whereverapplicable through the adoption of best practices (d) to assure business growth withfinancial stability.

26. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function isdefined by the Audit Committee. To maintain its objectivity and independence the InternalAudit function reports to the Chairman of the Audit Committee of the Board & to theManaging Director.

The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies of the Company.

Based on the report of internal audit function the Company undertakes correctiveaction in their respective areas and thereby strengthens the controls. Significant auditobservations and recommendations along with corrective actions thereon are presented tothe Audit Committee of the Board.

27. DEPOSITORY SERVICES:

The Company's Equity Shares have been admitted to the depository mechanism of theNational Securities Depository Limited (NSDL) and also the Central Depository Services(India) Limited (CDSL). As a result the investors have an option to hold the shares of theCompany in a dematerialized form in either of the two Depositories. The Company has beenallotted ISIN No. INE292C01011.

Shareholders therefore are requested to take full benefit of the same and lodge theirholdings with Depository Participants [DPs] with whom they have their Demat Accounts forgetting their holdings in electronic form.

28. PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNING AND OUTGO:

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo pursuant to Section 134(3)(m) of the Companies Act 2013 read with theRule 8(3) of the Companies (Accounts) Rules 2014 is given in ‘Annexure C'.

29. PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with rule 5 (1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is ‘Annexure D'to this Report.

None of the employees have drawn remuneration as prescribed under Section 197 read withrule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 as amended time to time.

30. CORPORATE GOVERNANCE:

As per Regulation 15(2) of SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015 Corporate Governance provisions are not applicable to the Company forthe Financial Year 2016-17.

31. LISTING:

The Company's Shares are listed on BSE Limited Mumbai. The Company has paid ListingFee for the year 2017-18.

32. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

There were no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the financial year of the Company to whichthe financial statements related and the date of the report.

33. CORPORATE SOCIAL RESPONSIBILITY:

Pursuant to the provisions of Section 135 of the Companies Act 2013 read with theCompanies (Corporate

Social Responsibility Policy) Rules 2014 the net profitoftheCompanywas below ` 5Crores during the last three immediately preceding Financial Years. Accordingly theprovisions of CSR policy were not applicable for the Financial Year 2016-17.

34. ENVIRONMENT AND SAFETY:

The Company is committed to:

• Maintain an organizational culture of Health Safety & Environmentalexcellence by conducting its business in a manner that will promote consistentdevelopment.

• Safe work resource conservation waste management and emergency responsemeasures for continual improvement in performance.

• Design construct operate & maintain its facilities while assuring the bestmaterial and service quality and operate in a way that mitigates and minimizes risks andhazards.

• Prevention of ill-health injuries and pollution by adopting best practicescarrying out periodic risk assessments audits reviews inspections and providingawareness to employees and concerned stakeholders.

35. ACKNOWLEDGMENT:

The Directors wish to convey their appreciation to the Company's shareholderscustomers suppliers bankers and distributors for the support they have given to theCompany and the confidence which they have reposed in its management and the employeesfor the commitment and dedication shown by them.

Registered Office: For and on behalf of the Board
K-56 M.I.D.C AURO LABORATORIES LIMITED
Tarapur Industrial Area
Thane – 401 506
Date: May 30 2017.
SHARAT DEORAH
(DIN: 00230784)
CHAIRMAN & MANAGING DIRECTOR