Auro Laboratories Ltd.
|BSE: 530233||Sector: Health care|
|NSE: N.A.||ISIN Code: INE292C01011|
|BSE LIVE 13:29 | 08 Dec||36.90||
|NSE LIVE 05:30 | 01 Jan||Stock Is Not Traded.|
|Mkt Cap.(Rs cr)||22.99|
|Mkt Cap.(Rs cr)||22.99|
Auro Laboratories Ltd. (AUROLABS) - Director Report
Company director report
DIRECTORS REPORT TO THE SHAREHOLDERS
AURO LABORATORIES LIMITED
Your Directors have great pleasure in presenting the 26th Annual Reporttogether with the Audited Accounts for the year ended March 312015.
1. FINANCIAL PERFORMANCE:
FINANCIAL HIGHLIGHTS FOR THE PAST 3 YEARS:
2. REVIEW OF OPERATIONS:
During the year under review the Company earned total revenue of Rs. 3288.84 Lacs asagainst Rs. 3380.64 Lacs in the previous year. The Profit before tax was Rs. 80.39 Lacs asagainst Profit of Rs. 57.90 Lacs in the previous year.
Your Company is undertaking expansion plan in existing unit to increase productioncapacity and undertaking active efforts towards accelerating the growth speed and isoptimistic about better performance in the future..
3. DIVIDEND & TRANSFER TO RESERVES:
To consolidate the financial position of the Company the Board does not propose anydividend for the year ended March 312015. The Board does not propose to transfer anyamount to General Reserves for the aforesaid financial year.
4. SHARE CAPITAL OF THE COMPANY:
The Paid up Equity share Capital as at 31st March 2015 was Rs.62325000/-divided into 6232500 Equity shares having face value of Rs.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. MATERIAL CHANGE IN THE NATURE OF BUSINESS:
There was no change in the nature of business activities during the Financial Year2014-15.
7. BOARD OF DIRECTORS:
In accordance with the provisions of Section 152 of the Companies Act 2013 and theArticles of Association of the Company Mr. Sharat Deorah Director of the Companyretires by rotation at the forthcoming Annual General Meeting and being eligible offershimself for re-appointment.
During the year under review the Company has appointed Mrs. Kavita Vijayakant Sharmaas an Additional Director at the Board Meeting held on 27th March 2015. YourBoard proposes to regularize her appointment at the forthcoming Annual General Meeting.
8. 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.
9. DIRECTORS RESPONSIBILITY STATEMENT:
As required under the provisions of Section 134 of the Companies Act 2013 yourDirectors report that:
i. In the preparation of the Annual Accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departure if any;
ii. 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 end of the financial year and ofthe profit and loss of the company for that period;.
iii. 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
iv. The Directors had prepared the annual accounts on a going concern basis.
v. The Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively
vi. The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
10. KEY MANAGERIAL PERSONNEL:
During the year under review the Company has appointed the following persons as theKey Managerial Personnel.
11. COMMITTEES OF THE BOARD:
11.1 AUDIT COMMITTEE:
The Company has a qualified and independent Audit Committee comprising of Independentand Executive Directors constituted in compliance with the provisions of Section 177 ofthe Companies Act 2013 and the Listing Agreement with the Stock Exchange. The AuditCommittee acts in accordance with the terms of reference specified from time to time bythe Board.
11.2 NOMINATION &REMUNERATION COMMITTEE:
The Company has renamed the existing Remuneration Committee to "Nomination andRemuneration Committee" pursuant to Section 178 of the Companies Act 2013. The Boardof Directors has framed a policy which lays down a framework in relation to remunerationof Directors Key Managerial Personnel and Senior Management of the Company. The policylays down the criteria determining qualifications positive attributes independence of adirector and other matters pursuant to the provisions of sub-section (3) of Section 178 ofthe Companies Act 2013.
11.3 SHAREHOLDING OF NON-EXECUTIVE INDEPENDENT DIRECTORS
The shareholding in the Company by the Non-Executive Independent Directors in their ownname is NIL.
11.4 STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Board of Directors of the Company has re-named a Stakeholders RelationshipCommittee in order to align it with the provisions of Section 178 of the CompaniesAct 2013. The Committee has been constituted to strengthen the investor relations and tointer-alia look into issues relating to shareholders grievances pertaining to transfer ofshares non- receipt of declared dividends non-receipt of Annual Report issuesconcerning de-materialization etc.
Details of Investors Complaints received during the year:
There were no complaints pending for action as on 31st March 2015.
12. 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 fwww.aurolabs.com)
13. BOARD EVALUATION:
Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out an evaluation after taking into consideration variousaspects of the Boards functioning composition of the Board and its Committeesculture execution and performance of specific duties remuneration obligations andgovernance.
The performance evaluation of the Independent Directors was completed. The performanceevaluation of the Chairman and the Whole-time Director was carried out by the IndependentDirectors at their meeting held on 13th February 2015. The Board of Directorsexpressed their satisfaction with the evaluation process.
14. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:
The Company has held Six (6) Board meetings during the Financial Year 2014-15. Detailsof these Meetings are as follows:-
15. 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 Companys
All the Board Members and Senior Management Personnel have confirmed compliance withthe Code.
16. 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.
17. 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:
18. ISO CERTIFICATION:
The Companys products were awarded as ISO 9001:2008 Certification.
19. 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.
20. 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 AnnexureA and forms an integral part of this Report.
21. RELATED PARTY TRANSACTIONS:
During the Financial Year 2014-15 your Company has not entered into related partytransaction & hence provisions of Section 188 of the Companies Act 2013 are notapplicable to Company.
22. STATUTORY AUDITORS:
M/s. Kothari Jain & Associates Chartered Accountants (Firm RegistrationNO.113041W) were appointed as the Statutory Auditors of the Company at the AGM held on 6thSeptember 2014 to hold office until the conclusion of the third consecutive AGM arerecommended for ratification of appointment for the Financial Year 2015-16. As requiredunder the provisions of Section139 of the Companies Act 2013 the Company has obtainedwritten confirmation from M/s. Kothari Jain & Associates that their appointment ifmade would be in conformity with the limits specified in the said Section.
23. 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 312015.
The Secretarial Audit Report is annexed herewith as Annexure B and forms anintegral part to this Report.
24. 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 Year2014-15.
25. AUDITORS 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.
The Secretarial Audit Report does not contain any qualification Reservation or adverseremark.
26. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:
In order to prevent sexual harassment of women at work place a new act The SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 hasbeen notified on 9lh December 2013.
The primary objective of the said Policy is to protect the women employees from sexualharassment at the place of work and also provides for punishment in case of false andmalicious representations. During the financial year 2014-15 Company has not received anycomplaint of sexual harassment against women employees of the Company.
27. RISK MANAGEMENT POLICY:
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 its strategy business and operational plans.
During the year your Directors have framed a Risk Management Policy (a) to ensure thatall the current and future material risk exposures of the Company are identifiedassessed quantified appropriately mitigated minimized and managed i.e. to ensureadequate systems for risk management (b) to establish a framework for the companysrisk management process and to ensure its implementation (c) to enable compliance withappropriate regulations wherever applicable through the adoption of best practices (d)to assure business growth with financial stability.
There are no risks which threaten the existence of the Company
28. 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.
29. DEPOSITORY SERVICES:
The Companys 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.
30. 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 tothis Report
31. 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 annexed as Annexure"D" to this Report.
None of the employees have drawn remuneration more than Rs. 500000/- p.m. ifemployed for the part of the year and Rs. 6000000/- p.a. if employed throughout theFinancial Year as covered under Rule 5 (2) of the Companies Appointment and Remunerationof Managerial Personnel) Rules 2014.
32. CORPORATE GOVERNANCE:
Clause 49 of the Listing Agreement on Corporate Governance is not applicable to theCompany for the Financial Year 201415.
The Companys Shares are listed on BSE Limited Mumbai. The Company has paidListing Fees for the Financial Year 2015-16.
34. 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.
35. CORPORATE SOCIAL RESPONSIBILITY:
Provisions of Section 135 of the Companies Act 2013 read with the Companies (CorporateSocial Responsibility Policy) Rules 2014 are not applicable to the Company during theFinancial Year 2014-15 as the Company did not have the profits as set out in the saidsection.
36. 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.
37. NEW SET OF ARTICLES OF ASSOCIATION:
In conformity of the provisions of the Companies Act 2013 it is proposed to adopt newset of Articles of Association of the Company. Necessary Special Resolution is placed formembers approval.
38. STEPS FOR PREVENTION OF INSIDER TRADING:
In compliance of the SEBI (Prevention of insider Trading) Regulations as amended in2015 the Company has issued comprehensive guidelines advising and cautioning managementstaff and other relevant business associates on the procedure to be followed while dealingin equity shares of the Company and disclosure requirements in this regard. Companybelieves that "The Code of Internal Procedure and Conduct" and The Code ofCorporate Disclosures Policies framed by it in this regard will help in ensuringcompliance of the amended SEBI regulations.
The Directors wish to convey their appreciation to the Companys 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.