Beryl Drugs Limited INDORE
Your Directors have pleasure in presenting their Twenty Third Annual Report of theCompany along with the Audited statement of Accounts for the financial year ended on 31stMarch 2016
1. FINANCIAL RESULTS AND OPERATION:
The Company's financial results have been summarised as follows:
|Particulars ||Year ended 31.3.2016 ||Year ended 31.3.2015 |
|Total Income ||134813572 ||134955316.46 |
|Total Expenditure ||132106071 ||133258726.99 |
|Profit before prior period adjustment ||2707501 ||1696589.47 |
|Less: Prior period adjustment ||201650 ||350803.00 |
|Profit before Tax ||2455851 ||1345786.47 |
|Less: Provision for Income Tax ||1200630 ||1269060.00 |
|Profit after Tax ||1665564 ||844333.15 |
|Balance of Profit/ (loss) carried to Balance Sheet ||1665564 ||844333.15 |
2. PERFORMANCE OF THE COMPANY:
During the year under review the company earn profit of Rs.1665564/- in comparison tolast year profit of Rs.844333.15/-.Your directors are putting their best effort to turnthe company into more profit making company.The directors are putting their best effortsto increase the income with reducing the cost incurred.Your management is very hopeful toachieve better results in forthcoming period and expects to achieve better financialresults as per the perception of the Shareholders of the Company.
In order to further strengthen the Company to expand its business activities and toconserve the financial resourcesyour Directors regret for their inability to recommendany dividend for the financial year 20152016.
The Company proposes to transfer Rs.16.66 Lacs to the general reserve.
5. PUBLIC DEPOSITS:
The Company has neither invited nor accepted any deposit from the public during theyear.
6. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Board made the following appointments/ re-appointments based on the recommendationsof the nomination and remuneration committee:
APPOINTMENTS & RE- APPOINTMENTS:
Appointment of Mr.Yashesh Vashishtha( DIN: 07382963) as an Independent Directorof the Board effective 30th December2015
Appointment of Ms.Madhu Thakur(DIN: 07382985) as an Independent Director of theBoard effective 30th December2015
Re- Appointment of Mr.Sanjay Sethi (DIN: 00090277) as Managing Director of theCompany for the period of Five Years.
As per the provisions of the Companies Act2013Mr.Sudhir Sethi (DIN: 00090172)retires by rotation at the ensuing Annual General Meeting and being eligibleseeks re-appointment.The Board recommends his re- appointment.
Mrs.Bharti Gurjar was appointed on the Board of the Company w.e.f 19thOctober2015.RESIGNATIONS:
Mrs.Swarna Siyal resigned as Non Executive Director of the Company with effectfrom 19th October2015 due to personal reasons.The Board places on record its appreciationfor the services rendered by Mrs.Swarna Siyal during her tenure with the Company.
Mr.Avinash Sharma resigned as independent Director of the Company with effectfrom 14th December2015 due to personal reasons.The Board places on record itsappreciation for the services rendered by Mr.Avinash Sharma during his tenure with theCompany.
Mr.Hemant Jain resigned as independent Director of the Company with effect from14th December2015 due to personal reasons.The Board places on record its appreciation forthe services rendered by Mr.Hemant Jain during his tenure with the Company.
Mr.Sunil Jain resigned as independent Director of the Company with effect from30th December2015 due to personal reasons.The Board places on record its appreciation forthe services rendered by Mr.Sunil Jain during his tenure with the Company.
Mr.Bagachand Jain resigned as independent Director of the Company with effectfrom 30th December2015 due to personal reasons.The Board places on record itsappreciation for the services rendered by Mr.Bagachand Jain during his tenure with theCompany.
During the yearthe non-executive directors of the Company had no pecuniaryrelationship or transactions with the Company.
7. DIRECTOR'S RESPONSIBILITY STATEMENT:
Pursuant to the provision of Section 134(5) of the Companies Act2013 as amended withrespect to Director's responsibility statement and subject to where so ever otherwisecontained in the Audit ReportYour Directors hereby confirm.
1. That in the preparation of the annual accounts for the financial period ended on31st March2016 the applicable accounting standards subject to notes to the accounts inAuditors Report had been followedalong with proper explanation relating to materialdepartures;
2. That the Director have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudentso as togive a true and fair view of the state of affairs of the Company at the end of thefinancial period ended and profit of the Company for the period under review;
3. That the Directors have taken proper and sufficient care for the maintenance ofadequate accounting recordsin accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
4. That the Directors have prepared the annual accounts on a going concern basis.
5. They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
6. They have laid down internal financial controlswhich are adequate and are operatingeffectively.
At the Annual General Meeting held on 30th September2015M/S Subhash Chand Jain Anurag& AssociatesChartered AccountantsIndorewere appointed as statutory auditors of theCompany to hold office till the conclusion of the Annual General Meeting to be held in thecalendar year 2017.In terms of the first proviso to Section 139 of the CompaniesAct2013the appointment of the auditors shall be placed for ratification at every AnnualGeneral Meeting.Accordinglythe appointment of M/S Subhash Chand Jain Anurag &AssociatesChartered AccountantsIndore is placed for ratification by the shareholders.
The Auditors' Report for fiscal 2016 does not contain any qualificationsreservation oradverse remark.The Auditors' Report is enclosed with the Financial Statements in thisAnnual Report.
Ashish Karodia & CoPracticing Company Secretarieswas appointed to conduct theSecretarial audit of the Company for the fiscal 2016as required under Section 204 of theCompanies Act2013 and rules there under.The Secretarial Report for the fiscal 2016 formspart of this Annual report as Annexure- 3 to the Board's Report.The Secretarial AuditReport does not contain any qualificationreservation and adverse remark.
The Board has appointed Ashish Karodia & CoPracticing Company Secretaries asSecretarial Auditor of the Company for fiscal 2017.
Auditors' Certificate on Corporate Governance:
As required by SEBI (Listing Obligations and Disclosure Requirements)Regulations2015the Auditor' certificate on Corporate Governance is enclosed as Annexureto the Board's Report.The Auditors' Certificate for fiscal 2016 does not contain anyqualificationreservation or any adverse remark.
The Company's plantpropertyequipmentmachinery and stocks are adequately insuredagainst various mis-happenings.
10. PARTICULARS OF EMPLOYEES:
There are no employees as on date on the rolls of the Company who are in receipt ofremuneration which requires disclosures under Section 197 of the Companies Act2013 readwith rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules2014 i.e.Company does not have any employee receiving Remuneration exceedingRs.6000000.00 per annum or Rs.500000.00 per month or part thereof.
During the year under reviewrelationship with the employees is cordial.
11. DISCLOSURE OF CONSERVATION OF ENERGYTECHNOLOGYABSORPTION AND FOREIGN EXCHANGEEARNING AND OUTGO.:
Information as per Section 134(3)(m) read with Rule 8 of the Companies (Accounts)Rules2014 are enclosed as Annexure- 4 to the Board's Report for the year ended 31stMarch2016.
12. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
In terms of the provisions of Regulation 34 of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations2015the Management'sdiscussion and analysis forms an integral part of this report and gives detail of theoverviewindustry structure and developments.
13. CORPORATE GOVERNANCE:
Corporate Governance is about maximizing shareholder value legallyethically andsustainably.We believe sound corporate governance is critical to enhance and retaininvestor trust.We always seek to ensure that our performance is driven by integrity.OurBoard exercises its fiduciary responsibilities in the widest sense of the term.
Our Corporate Governance report for fiscal 2016 forms part of this Annual Report.
14. LISTING WITH STOK EXCHANGES:
The Equity Shares of the Company are listed with the Bombay Stock Exchange Ltd andAhmadabad Stock Exchange Limited.
The Company has delisted its securities from Madhya Pradesh Stock Exchanges w.e.f 30thMay2015.
15. INTERNAL CONTROL SYSTEM:
The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its businessincluding adherence to the Company's policiesthe safeguarding ofits assetsthe prevention and detection of frauds and errorsthe accuracy and completenessof the accounting recordsand the timely preparation of reliable disclosures.
16.TRANSACTIONS WITH RELATED PARTIES
None of the transactions with related parties falls under the scope of Section 188(1)of the Act.Information on transactions with related parties pursuant to Section 134(3)(h)of the Act read with rule 8(2) of the Companies (Accounts) Rules2014 are given inAnnexure 1 in Form AOC-2 and the same forms part of this report.
17. CORPORATE SOCIAL RESPONSIBILITY
The policy of the Corporate Social Responsibility is not applicable to the Company.
18. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT-9 is annexedherewith as Annexure-2.
19. NUMBER OF BOARD MEETINGS
Board Meetings were held during the financial year from 1st April2015 to 31stMarch2016.The maximum interval between any two meetings did not exceed 120 daysasprescribed in the Companies Act2013.
20. VIGIL MECHANISM
A "Vigil Mechanism Policy" for directors and employees of the Company isconstitutedto provide a mechanism which ensures adequate safeguards to employees andDirectors from any victimization on rising concerns of any violation of legal orregulatory requirementsincorrect or misrepresentation of anyfinancial statements andreportsetc.
The details pertaining to establishment of vigil mechanism for employees and directorsare included in the Corporate Governance Report which forms part of this report.
21. FINANCIAL YEAR
Pursuant to Section 2(41) of the Companies Act2013the Company adopted April- March asits Financial Year.The Financial Year of the Company shall be for a period of 12 monthsi.e.1st April to 31st March.
22. COMMITTEES OF THE BOARD
Currentlythe Board has Four Committees: the Audit Committeethe Nomination andRemuneration CommitteeThe Stakeholders Relationship Committee and the Risk ManagementCommittee.A detailed note on the composition of the Board and its committees is providedin the Corporate Governance Report section of this Annual Report.
23. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY
There are no material changes or commitments occurring after 31st March2016which mayaffect the financial position of the Company or may require disclosure.
24. DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each independent director underSection 149(7) of the Companies Act2013that he/she meets the criteria of independencelaid down in Section 149(6) of the Companies Act2013 and Regulation 25 of the SEBI(Listing Obligations and Disclosures Requirements) Regulation2015.
25. MEETING OF INDEPENDENT DIRECTORS
During the year under reviewa separate meeting of Independent Directors was held on24th February2016 to discuss:
Evaluation of the performance of Non- Independent Directors and Board ofDirectors as a whole.
Evaluation of the performance of the Chairman of the Companytaking into accountthe views of the Executive Directors.
Evaluation of the qualitycontent and timelines of flow of information betweenthe management and the Board that is necessary for the Board to effectively andnecessarily perform its duties.
All the Independent Directors were present at the said Meeting.
26. LISTING AGREEMENT:
The Securities and Exchange Board of India (SEBI)on September 22015issued SEBI(Listing Obligations and Disclosures Requirements) Regulation2015 with the aim toconsolidate and streamline the provisions of the Listing Agreement for different segmentsof capital markets to ensure better enforceability.The said regulations were effectiveDecember 12015.Accordinglyall listed entities were required to enter into the listingAgreement within six months from the effective date.The Company entered into ListingAgreement with BSE Limited and Ahmedabad Stock Exchange during January2016.
27. APPRECIATION AND ACKNOWLEDGEMENT
Your Directors appreciated the trust reposed by the medical fraternity and patients inthe Company and look forward to their continued patronage.Your Directors are also gratefuland pleased to place on record their appreciation and acknowledgement with gratitude thesupport and Company-operation extended byclientscustomersvendorsbankersinvestorsmedia and both the State and centralGovernment and their agencies and look forward their continued support.
| || ||By order of the Board |
| || ||For Beryl Drugs Ltd. |
| ||Sd/- ||Sd/- |
|Dated: 11th July2016 ||SUDHIR SETHI ||SANJAYSETHI |
|Place: 133Kanchan BaghIndore ||Chairman & Director ||Managing Director |
| ||DIN: 00090172 ||DIN: 00090277 |
ANNEXURE- I Form No.AOC - 2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules2014)
Form for disclosure of particulars of contracts / arrangements entered into by thecompany with related parties referred to in sub-section (1) of section 188 of theCompanies Act2013 including certain arms length transactions under third proviso thereto:
1. Details of contracts or arrangements or transactions not at arm's length basis:Beryl Drugs Limited (BDL) has not entered into any contract or arrangement or transactionwith its related parties which is not at arm's length during financial year 2015-16.
2. Details of material contracts or arrangement or transactions at arm's length basis:
a. Name(s) of the related party and nature of relationship: N.A
b. Nature of contracts / arrangements / transactions: N.A.
c. Duration of the contracts / arrangements / transactions: N.A.
d. Salient terms of the contracts or arrangements or transactions including thevalueif any: N.A.
e. Date(s) of approval by the Boardif any: N.A.
f. Amount paid as advancesif any: N.A.
| ||On behalf of Board of Director of |
| ||Beryl Drugs Ltd. |
| ||Sd/- |
| ||SANJAY SETHI |
|Place: Indore ||Managing Director |
|Dated: 11th July2016 ||DIN: 00090277 |
ANNEXURE - III Form No.MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31st March2016
[Pursuant to section 204(1) of the Companies Act2013 and rule no.9 of the Companies(Appointment and
Remuneration of Managerial Personnel) Rules2014]
BERYL DRUGS LIMITED
133Kanchan Bagh IndoreMadhya Pradesh
We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by BERYL DRUGS LIMITED(hereinafter called the Company) having CIN- L02423MP1993PLC007840.Secretarial Audit wasconducted in a manner that provided us a reasonable basis for evaluating the corporateconducts/statutory compliances and expressing our opinion thereon.
Based on our verification of the Company's bookspapersminute booksforms and returnsfiled and other records maintained by the Company and also the information provided by theCompanyits officersagents and authorized representatives during the conduct ofsecretarial auditwe hereby report that in our opinionthe Company hasduring the auditperiod covering the financial year ended on 31st March 2016complied with the statutoryprovisions listed hereunder and also that the Company has proper Board-processes andcompliance- mechanism in place to the extentin the manner and subject to the reportingmade hereinafter:
We have examined the bookspapersminute booksforms and returns filed and otherrecords maintained by BERYL DRUGS LIMITED for the financial year ended on 31st March2016according to the provisions of:
i. The Companies Act2013 (the Act) and the rules made thereunder;
ii. The Securities Contracts (Regulation) Act1956 ('SCRA') and the rules madethereunder;
iii. The Depositories Act1996 and the Regulations and Bye-laws framed thereunder;
iv. Foreign Exchange Management Act1999 and the rules and regulations made thereunderto the extent of Foreign Direct InvestmentOverseas Direct Investment and ExternalCommercial Borrowings;
v. The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act1992 ('SEBI Act'): -
a. The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations2011;
b. The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations1992;
c. The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations2009;
Not applicable as the Company has not issued any kind of securities during theperiod under scrutiny.
d. The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines1999;
Not applicable as the Company does not have any Employee Stock Option Scheme andEmployee Stock Purchase Scheme.
e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations2008;
Not applicable as the Company does not have any listed debt securities.
f. The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations1993 regarding the Companies Act and dealing with client;
g. The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations2009; and
The Company has been voluntarily delisted from Madhya Pradesh Stock Exchange ason 30.05.2015.
h. The Securities and Exchange Board of India (Buyback of Securities) Regulations1998;
Not applicable as the Company has not bought back any of its securities duringthe financial year under review.
vi. The laws as are applicable specifically to the Company are as under:
a) The Environment (Protection) Act1986;
b) The Water (Prevention and Control of Pollution) Act1974;
c) The Air (Prevention and Control of Pollution) Act1981;
d) The Hazardous Waste (ManagementHandling & Transboundary Movement) Rules2008
e) Factories Act1948
f) Industrial Disputes Act1947
g) The Payment Of Wages Act1936
h) The Minimum Wages Act1948
i) The Employees State Insurance Act1948
j) The Employee Provident Fund And Miscellaneous Provision Act1952 k) The Payment OfBonus Act1965 l) The Payment Of Gratuity Act1972 m) Contract Labour (Regulation AndAbolition) Act1970 n) The Industrial Employment (Standing Orders) Act1946.o) Drug &Cosmetic Act1940 We have also examined compliance with the applicable clauses of thefollowing:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India.
(ii) The Listing Agreements/ regulationsas the case may beentered into by the Companywith BSE Limited and Ahmedabad Stock Exchange;
The Company has been voluntarily delisted from Madhya Pradesh Stock Exchangew.e.f. 30.05.2015.
During the period under review the Company has complied with the provisions of theActRulesRegulationsGuidelinesStandardsetc.mentioned above.
We further report that: -
The Board of Directors of the Company is duly constituted with proper balance ofExecutive DirectorsNonExecutive Directors and Independent Directors.The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.
Adequate notice is given to all Directors to schedule the Board Meetingsagenda anddetailed notes on agenda were sent generally for seeking and obtaining further informationand clarifications on the agenda items before the meeting and for meaningful participationat the meeting.
Majority decision is carried through while the dissenting members' viewsif anyarecaptured and recorded as part of the minutes.
We further report that there are adequate systems and processes in the Company whichcommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable lawsrulesregulations and guidelines.
We further report that during the audit period: -
1. The Members have accorded their consent to the Board of Directors at the AnnualGeneral Meeting held on September 302015 for the following: -
a. To adopt new set of Articles of Association of the Company in accordance with theprovisions of the Companies Act2013.
b. To borrow any sums of money pursuant to Section 180(1)(c) of the CompaniesAct2013that may exceed the aggregate of paid-up share capital and free reserves of theCompany provided that the total amount so borrowed and outstanding at any one time shallnot exceed Rs.4 Crores.
| ||Sd/- |
| ||ASHISH KARODIA |
|Place: Indore ||Company Secretary |
|Date: 11th July2016 ||M.No.: 6549 |
| ||CP No.: 6375 |
Conservation of Energyresearch and developmenttechnology absorptionforeign exchangeearnings and out go
The information under Section 134(3) (m) of the Companies Act2013 read with Rule 8(3)of the Companies (Accounts) Rules2014 for the year ended March 312016 is given herebelow and forms part of the Directors' Report.
A. CONSERVATION OF ENERGY:
The steps taken or impact on conservation of energy:
Company ensures that the manufacturing operations are conducted in the mannerwhereby optimum utilization and maximum possible savings of energy is achieved.
Up gradation of machineries and installation of new machineries based on fuel orpower efficiency.
Monitoring the maximum demand and power load factor on daily basis.
Replacement of inefficient machineries with energy efficient machineries.
B. TECHNOLOGY ABSORPTION:
The efforts made towards technology absorptionthe company through R& Ddeveloped processes adopted which helped in reducing the energy consumption.
Benefits derived like product improvementcost reductionproduct developmentwere possible through installation of various additional equipments to achieve consistencyin production and quality of products.
C. FOREIGN EXCHANGE EARNING & OUTGO: NIL