Beryl Drugs Limited
Your Directors have pleasure in presenting their Twenty Fourth Annual Report ofthe Company along with the Audited statement of Accounts for the financial year ended on 31stMarch 2017.
1. FINANCIAL RESULTS AND OPERATION:
|The Company's financial results have been summarised as follows: || ||(In Rs.) |
|Particulars ||Year ended 31.3.2017 ||Year ended 31.3.2016 |
|Total Income ||112542721 ||134813572 |
|Total Expenditure ||110841511 ||132106071 |
|Profit before prior period adjustment ||1701210 ||2707501 |
|Less: Prior period adjustment ||0 ||201650 |
|Profit before Tax ||1701210 ||2455851 |
|Less: Provision for Income Tax ||873593 ||1200630 |
|Profit after Tax ||1166060 ||1665564 |
|Balance of Profit/ (loss) carried to Balance Sheet ||1166060 ||1665564 |
2. PERFORMANCE OF THE COMPANY:
During the year under review the company earn profit of Rs. 1166060/- in comparisonto last year profit of Rs. 1665564/-. Your directors are putting their besteffort to turn the company into more profit making company. The directors are puttingtheir best efforts to increase the income with reducing the cost incurred. Your managementis very hopeful to achieve better results in forthcoming period and expects to achievebetter financial results 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 resources your Directors regret for their inability to recommendany dividend for the financial year 2016-2017.
The Company proposes to transfer Rs.11.66 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:
As per the provisions of the Companies Act 2013 Mr. 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 has resigned as Non Executive Director of the Company witheffect from 12th April 2016 due to personal reasons. The Board places on record itsappreciation for the services rendered by
Mrs. Bharti Gurjar during her tenure with the Company.
During the year the 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 Act 2013 as amended withrespect to Director's responsibility statement and subject to where so ever otherwisecontained in the Audit Report Your Directors hereby confirm.
1. That in the preparation of the annual accounts for the financial period ended on31st March 2017 the applicable accounting standards subject to notes to the accounts inAuditors Report had been followed along 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 prudent so 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 records in 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 controls which are adequate and areoperating effectively.
At the Annual General Meeting held on 26th August 2016 M/S Subhash Chand Jain Anurag& Associates Chartered Accountants Indore were appointed as statutory auditors ofthe Company to hold office till the conclusion of the 24th Annual General Meeting to beheld in the calendar year 2017. Pursuant to Section 139 of the Companies Act 2013 and theCompanies (Audit and Auditors) Rules 2014 and pursuant to recommendation made by theAudit Committee of the Board M/S Prateek Jain & Co. having registration No. 009494Cappointed as Auditors of the Company in place of retiring Auditors M/S Shubhash ChandraJain & Associates who shall hold office from the conclusion of this 24th AnnualGeneral Meeting for term of consecutive five years till conclusion of 29th Annual GeneralMeeting subject to ratification of the appointment by the members at every Annual GeneralMeeting held after this Annual General Meeting.
The Auditors' Report for fiscal 2017 does not contain any qualifications reservationor adverse remark. The Auditors' Report is enclosed with the Financial Statements in thisAnnual Report.
Ashish Karodia & Co Practicing Company Secretaries was appointed to conduct theSecretarial audit of the Company for the fiscal 2017 as required under Section 204 of theCompanies Act 2013 and rules there under. The Secretarial Report for the fiscal 2017forms part of this Annual report as Annexure- 3 to the Board's Report. The SecretarialAudit Report does not contain any qualification reservation and adverse remark. The Boardhas appointed Ashish Karodia & Co Practicing Company Secretaries as SecretarialAuditor of the Company for fiscal 2018.
Auditors' Certificate on Corporate Governance:
As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the Auditor' certificate on Corporate Governance is enclosed as Annexure to theBoard's Report. The Auditors' Certificate for fiscal 2017 does not contain anyqualification reservation or any adverse remark.
The Company's plant property equipment machinery 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 Act 2013 readwith rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 i.e. Company does not have any employee receiving Remuneration exceeding Rs.60 00000.00 per annum or Rs 5 00000.00 per month or part thereof.
During the year under review relationship with the employees is cordial.
11. DISCLOSURE OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO. :
Information as per Section 134(3)(m) read with Rule 8 of the Companies (Accounts)Rules 2014 are enclosed as Annexure- 4 to the Board's Report for the year ended 31stMarch 2017.
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) Regulations 2015 theManagement's discussion and analysis forms an integral part of this report and givesdetail of the overview industry structure and developments.
13. CORPORATE GOVERNANCE :
Corporate Governance is about maximizing shareholder value legally ethically 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 2017 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 30thMay 2015.
15. INTERNAL CONTROL SYSTEM :
The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Company's policies the safeguardingof its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliabledisclosures.
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) Rules 2014 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
5 Board Meetings were held during the financial year from 1st April 2016 to 31stMarch 2017. The maximum interval between any two meetings did not exceed 120 days asprescribed in the Companies Act 2013.
20. VIGIL MECHANISM
A "Vigil Mechanism Policy" for directors and employees of the Company isconstituted to provide a mechanism which ensures adequate safeguards to employees andDirectors from any victimization on rising concerns of any violation of legal orregulatory requirements incorrect or misrepresentation of any financial statements andreports etc.
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 Act 2013 the Company adopted April- Marchas its Financial Year. The Financial Year of the Company shall be for a period of 12months i.e. 1st April to 31st March.
22. COMMITTEES OF THE BOARD
Currently the Board has Four Committees: the Audit Committee the Nomination andRemuneration Committee The 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 March 2017 whichmay affect 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 Act 2013 that he/she meets the criteria of independencelaid down in Section 149(6) of the Companies Act 2013 and Regulation 25 of the SEBI(Listing Obligations and Disclosures Requirements) Regulation 2015.
25. MEETING OF INDEPENDENT DIRECTORS
During the year under review a separate meeting of Independent Directors was held on24th March 2017 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 Company taking intoaccount the views of the Executive Directors.
Evaluation of the quality content 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 2 2015 issued SEBI(Listing Obligations and Disclosures Requirements) Regulation 2015 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 1 2015. Accordingly all 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 January 2016.
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 alsograteful and pleased to place on record their appreciation and acknowledgement withgratitude the support and Company-operation extended by clients customers vendorsbankers investors media and both the State and central Government and their agencies andlook forward their continued support.
| ||By order of the Board || |
| ||For Beryl Drugs Ltd. || |
| ||Sd/- ||Sd/- |
| ||SUDHIR SETHI ||SANJAY SETHI |
|Dated : 7th July 2017 ||Chairman & Director ||Managing Director |
|Place : 133 Kanchan Bagh Indore ||DIN : 00090172 ||DIN : 00090277 |