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Auro Laboratories Ltd.

BSE: 530233 Sector: Health care
NSE: N.A. ISIN Code: INE292C01011
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VOLUME 4092
52-Week high 78.20
52-Week low 22.00
P/E 13.33
Mkt Cap.(Rs cr) 39
Buy Price 62.00
Buy Qty 80.00
Sell Price 63.45
Sell Qty 30.00
OPEN 62.00
CLOSE 61.85
VOLUME 4092
52-Week high 78.20
52-Week low 22.00
P/E 13.33
Mkt Cap.(Rs cr) 39
Buy Price 62.00
Buy Qty 80.00
Sell Price 63.45
Sell Qty 30.00

Auro Laboratories Ltd. (AUROLABS) - Director Report

Company director report

TO

THE SHAREHOLDERS

Your Directors have great pleasure in presenting the 27th Annual Report together withthe Audited Accounts for the year ended March 31 2016.

1. FINANCIAL HIGHLIGHTS:

FINANCIAL RESULTS: Year ended 31.03.2016 Year ended 31.03.2015
(Rs. In Lacs) (Rs. In Lacs)
Gross Income 2833.41 3288.84
Profit (Loss) before tax 88.19 80.38
Tax Expense:
Current tax expense for current year - -
Deferred tax - -
Tax expense for Earlier years - -
Profit (Loss) for the period 88.19 80.38

FINANCIAL PERFORMANCE:

(Rs. in Lacs)
Particulars 2015-16 2014-15 2013-14
Total revenue 2833.41 3288.84 3380.64
Profit before depreciation and amortization 156.40 151.96 131.57
Depreciation and amortization 68.29 71.58 73.67
Profit before exceptional items & tax 88.19 80.38 57.90
Exceptional items - - -
Profit before tax 88.19 80.38 57.90
Tax expense - - -
Net profit after tax 88.19 80.38 57.90
Equity shares (Number) 6232500 6232500 6232500
EPS (Rs.) 1.42 1.29 0.93

2. REVIEW OF OPERATIONS:

During the year under review the Company earned total revenue of Rs.2833.41 Lacs asagainst Rs.3288.84 Lacs in the previous year. The Profit before tax was Rs.88.19 Lacs asagainst Profit of Rs. 80.38 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 312016. 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 2016 was Rs.62325000/- dividedinto 6232500 Equity shares having face value of Rs.10/- each fully paid up. During theyear under review the Company has not issued any shares with differential voting rightsnor 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 year2015-16.

7. BOARD OF DIRECTORS:

In accordance with the provisions of Section 152 of the Companies Act 2013 and theArticles of Association of the Company Mrs. Kavita V. Sharma Director of the Companyretires by rotation at the forth coming Annual General Meeting and being eligible offersherself for re-appointment.

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 2013 and SEBI(Listing Obligation and Disclosure Requirements) Regulation 2015

9. DIRECTORS RESPONSIBILITY STATEMENT:

As required under the provisions of Section 134 of the Companies Act 2013 yourDirector's report 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 end of the financial year and ofthe profit 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.

10. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

The Company has held (5) Five Board meetings during the financial year 2015-16. Detailsof these

Meetings are as follows:-

Sr. No. Date of Board Meeting
1. 28.05.2015
2. 12.08.2015
3. 04.11.2015
4. 09.02.2016
5. 18.03.2016

11. 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'swww.aurolaboratories.com .

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

12. KEY MANAGERIAL PERSONNEL:

The Company is having the following persons as the Key Managerial Personnel.

Sr. No. Name of the person Designation
1. Mr. Sharat Deorah Chairman & Managing Director
2. Mr. Siddhartha Deorah Whole time Director
3. Ms. Shanu Patania Company Secretary
4. Mr. Amit Shah Chief Financial Officer

There has been no change in the Key Managerial Personnel of the Company during the yearunder review.

13. COMMITTEES OF THE BOARD:

13.1 AUDIT COMMITTEE:

The Company has Audit Committee comprising of Independent and Executive Directorsconstituted in compliance with the provisions of Section 177 of the Companies Act 2013and SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015 with the StockExchange. The Audit Committee acts in accordance with the terms of reference specifiedfrom time to time by the Board. The details of meeting held during the financial year areas under:

Sr. No. Date of Board Meeting
1. 28.05.2015
2. 12.08.2015
3. 04.11.2015
4. 09.02.2016
5. 18.03.2016

13.2 NOMINATION & REMUNERATION COMMITTEE:

The Board has reconstituted the Nomination and Remuneration Committee pursuant toSection 178 of the Companies Act 2013. The Board of Directors has framed a policy whichlays down a framework in relation to remuneration of Directors Key Managerial Personneland Senior Management of the Company. The policy lays down the criteria determiningqualifications positive attributes independence of a director and other matters pursuantto the provisions of sub-section (3) of Section 178 of the Companies Act 2013. TheCommittee members met twice during the financial year i.e. 28/5/2015 and 04/11/2015.

13.3 SHAREHOLDING OF NON-EXECUTIVE INDEPENDENT DIRECTORS:

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

13.4 STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Board has constated 'Stakeholders Relationship Committee' in order to align it withthe 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 Committee members met four times during the financial year i.e. 28/05/201512/08/2015 04/11/2015 and 09/02/2016.

Details of Investors Complaints received during the year:

Sr. No. Nature of Complaints Received Pending Disposed
1. Non receipt of Annual Report - - -
2. Non Receipt of Share Certificates after transfer - - -
3. Non Receipt of Demat Rejected S/C's - - -
4. Others - - -
Total - - -

There were no complaints pending for action as on 31st March 2016.

14. ANNUAL PERFORMANCE EVALUATION:

Pursuant to the provisions of the Companies Act 2013 and SEBI (LODR) Regulations2015 the company has implemented a system of evaluating performance of the Board ofDirectors and of its Committees and individual directors on the basis of evaluationcriteria suggested by the Nomination and Remuneration Committee. Accordingly the Boardhas carried out an evaluation of its performance after taking into consideration variousperformance related aspects of the Board's functioning composition of the Board and itsCommittees culture execution and performance of specific duties obligations andgovernance.

The performance evaluation of the Board as a whole the Chairperson and theNon-Independent Directors was also carried out by the Independent Directors at theirmeeting held on 9th February 2016.

Similarly the performance of various committees individual Independent and NonIndependent Directors was evaluated by the entire Board of Directors (excluding theDirector being evaluated) on various parameters like engagement analysis decisionmaking communication and interest of stakeholders.

15. 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

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 Company's 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 Annexure‘A' and forms an integral part of this Report.

21. RELATED PARTY TRANSACTIONS:

During the financial year 2015-16 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 ofSection 188 of the Companies Act 2013 are not applicable to Company.

22. STATUTORY AUDITORS:

M/s. Kothari Jain & Associates Chartered Accountants (Firm Registration No.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 2016-17. As requiredunder the provisions of Section 139 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 31 2016.

The Secretarial Audit report is annexed herewith as Annexure ‘B' and formsan integral 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 year2015-16.

25. 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.

The Secretarial Audit Report does not contain any qualification reservation &adverse remark.

26. PREVENTION OF SEXUAL HARASSMENT:

The Company has constituted an Internal Complaint Committee as required under Section 4of the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013 and the Rules made thereunder.

During the year under review no complaints were reported.

27. RISK MANAGEMENT:

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.

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 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.

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:

As per Regulation 15(2) of SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015 the provisions on Corporate Governance are not applicable to theCompany for the Financial Year 2015-16.

33. LISTING:

The Company's Shares are listed on BSE Limited Mumbai. The Company has paid ListingFee for the year 2016-17.

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:

The provisions of Section 135 of the Companies Act 2013 read with the Companies(Corporate Social Responsibility Policy) Rules 2014 were not applicable to the Companyduring the financial year 201516.

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. 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.

38. 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- 401506
Date: May 30 2016
SHARAT DEORAH
(DIN: 00230784)
CHAIRMAN & MANAGING DIRECTOR

PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND EXPENDINTURE

CONSERVATION OF ENERGY:

A. Energy Conservation measures taken :

During the year Company continued to focus on minimizing the energy consumption andthe measures taken are summarised below:

a ] Due consideration has been given to energy consumption while procuring equipments.

1. As a responsible Corporate Citizen and in adherence to our climate change strategythe Company is continuously taking effective steps to conserve energy and to reducemethane and other Green Houses Gases (GHG) emissions wherever feasible.

2. Except the emergency lights all lights and electrical gadgets are turned off afterworking hours and on holidays at office premises of the Company to help in minimising theenergy consumption.

The Company pays highest attention on conservation of energy. A constant watch onconserving the energy is maintained.

b ] Additional Investments and proposals if any being implemented for the reduction ofconsumption of energy : None

c ] Impact of the measures at (a) and (b) above for the reduction of production ofgoods Negligible

d ] Total energy consumption and energy consumption per unit of the production asunder:

Particulars 31.03.2016 31.03.2015
I. ELECTRICITY
a. Purchase Unit (in Lacs) 10.96 13.91
i. Total Amount (Rs. In Lacs) 86.38 100.41
ii. Rate / Unit (Rs.) 7.88 7.21
b. Own generation (through diesel Generator) NIL NIL
II. LIGHT DIESEL OIL LDO/FURNACE OIL / BRIQUETTE
(FOR PRODUCTION) Quantity (Ltr./kg. In Lacs)
a. LDO Ltr 0.01 0.09
b. FURNACE OIL Ltr. 0.15 5.66
c. BRIQUETTES Kg. 13.94 0
1. Total Amount (Rs. In Lacs)
a. LDO 6.68 5.61
b. FURNACE OIL 3.86 200.55
c. BRIQUETTES 94.09 0
2. Average rate per Ltr. /Kg. (Rs.)
a. LDO Ltr. 60.72 62.33
b. FURNACE OIL Ltr. 25.73 35.43
c. BRIQUETTES Kg. 6.75 0
III. CONSUMPTION PER KG. OF PRODUCTION
a. Products (Kg.) 1235195 1267850
b. Electricity (Rs.) 6.99 7.92
c. Diesel / FO / Briquette (Rs.) 8.47 16.26

TECHNOLOGY ABSORPTION

Research & Development (R & D)
Specific areas in which R & D carried out by the Company: NONE
Benefits derived as a result of the above R & D : NIL
Future plan of action : NONE
Expenditure on R & D : NIL

Technology absorption adaptation and innovation:

Efforts in brief made towards technology absorption adaptation and innovation:
Benefits derived as a result of the above efforts : NONE
Technology Imported during the last five years : NONE
a ] Technology imported : NONE
b ] Year of Import : N.A.
c ] Has technology been fully absorbed : N.A.
d ] If not fully absorbed areas where it has not take
Place reasons thereof and future plans of action: N.A.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

Foreign exchange earnings

FOB/CIF / CNF Value of export: Rs 1385.92 Lacs (Previous Year Rs. 1919.83 Lacs).Foreign exchange outgo

CIF Value of Import: Rs 710.51 (Previous Year: Rs.802.86 Lacs).

Foreign travelling expenses: Rs 21.32 (Previous Year: Rs. 8.67 Lacs).

Export Expenses: Nil (Previous Year: Nil).

Commission on Export: Nil (Previous year: Rs. Nil).

Inspection Fees: Nil (Previous year: Nil).