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Celestial Biolabs Ltd.

BSE: 532871 Sector: Health care
NSE: CELESTIAL ISIN Code: INE221I01017
BSE LIVE 15:40 | 02 Dec 19.50 -1.10
(-5.34%)
OPEN

20.10

HIGH

20.10

LOW

19.40

NSE LIVE 15:30 | 02 Dec 19.90 -0.35
(-1.73%)
OPEN

20.00

HIGH

20.50

LOW

19.65

OPEN 20.10
PREVIOUS CLOSE 20.60
VOLUME 9380
52-Week high 42.45
52-Week low 18.15
P/E 22.67
Mkt Cap.(Rs cr) 39.96
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 20.10
CLOSE 20.60
VOLUME 9380
52-Week high 42.45
52-Week low 18.15
P/E 22.67
Mkt Cap.(Rs cr) 39.96
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Celestial Biolabs Ltd. (CELESTIAL) - Director Report

Company director report

DIRECTORS REPORT

Dear Members

Your Directors have pleasure in presenting the Seventeenth Annual Report of yourCompany along with the audited Statement of Accounts for the financial year ended 31stMarch 2015. The Report also includes the Management Discussion and Analysis Report inaccordance with the Guidelines on Corporate Governance and consolidated FinancialStatements.

The highlights of the financial results for the year 2014-15 in comparison to the year2013-14 are as follows:

(Rs.In Lakhs)

Particulars 2014-15 2013-14
Sales 2745.07 2350.34
Profit before Depreciation 828.81 553.48
Depreciation 705.89 498.23
Profit Before Tax 122.92 55.25
Deferred Tax (30.11) (39.68)
Provision for MAT 23.43 10.53
Provision for FBT NIL NIL
Net Profit for the year 129.60 84.40
Profit & Loss Account balance brought forward 2261.48 2185.52
Dividend NIL NIL
Corporate Dividend Tax NIL NIL

Performance

We have been able to achieve a turnover of Rs. 2745.07 Lacs. The percentage increase inthe turnover is 17% and increase in net profit is 54% respectively when compared to thatof previous year.

Future Outlook

Celestial has already launched Cadalmin Gae (a drug to treat arthritis) incollaboration with CMFRI Cochin(a prestigious ICAR Institute). Cadalmin anti-diabitiesnatural drug shall be launched shortly .Celestial plans to advertise these two product inaddition to biovita (A natural health Drink) and trem (A fairness herbal cream) in theleading newspaper in ten states to increase the business volume.

Dividend:

The Company has not declared any dividend during the year.

Corporate Governance:

As per Clause 49 of the Listing Agreement with the Stock exchanges a separate sectionon Corporate Governance is enclosed herewith which forms part of the Annual Report. Acertificate from the Auditors of the Company on compliance with the conditions ofCorporate Governance as stipulated under the Clause 49 of the Listing Agreement is annexedto this Report.

Management Discussion and Analysis:

A detailed section of the Management Discussion and Analysis for the period underreview as required under Clause 49 of the Listing Agreement is given as a separatestatement forming part of the Annual Report.

Directors’ Responsibility Statement:

Pursuant to the requirement under Section 134 of the Companies Act 2013 with respectto the Director’s Responsibility Statement it is hereby confirmed.

i. that in the preparation of the accounts for the financial year ended 31stMarch 2015 the applicable accounting standards have been followed along with properexplanations for marking all departures if any.

ii. that the directors have selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit or loss of the company for the year under review.

iii. that the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the company and from preventing and detecting fraud andother irregularities.

iv. that the directors have prepared the accounts for the financial year ended 31stMarch 2015 on a going concern basis

v. the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and

vi. the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively

Directors & Key Managerial Personnel (KMP) Directors

In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Smt. Padma Singh retired by rotation and being eligible hasoffered herself for re-appointment. During the period under review Dr. SivakumarBhattiprolu Director resigned from the Board with effect from 15.11.2014. The Boardplaces on record his appreciation and gratitude for his guidance and contribution duringhis association with the Company.

Key Managerial Personnel

The company is taking steps to appoint Key Managerial Personnel as required underSection.203 of the Companies Act 2013

Declaration from Independent directors on Annual Basis

Pursuant to the provisions of Section 149 of the Act which came into effect from April1 2014 Dr.Jeetainder Roy Gour (DIN 02810147) and Dr. D C Sastri (DIN 02682897) wereappointed as independent directors at the annual general meeting of the Company held onNovember 15th 2014. The terms and conditions of appointment of independentdirectors are as per Schedule IV of the Act. They have submitted a declaration that eachof them meets the criteria of independence as provided in Section 149(6) of the Act andthere has been no change in the circumstances which may affect their status as independentdirector during the year

Number of meetings of the board

Seven meetings of the board were held during the year. For details of the meetings ofthe board please refer to the corporate governance report which forms part of thisreport

Board Evaluation

The board of directors has carried out an annual evaluation of its own performanceBoard committees and individual directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed by Securities and Exchange Board of India("SEBI") under Clause 49 of the Listing Agreements ("Clause 49"). Theperformance of the Board was evaluated by the Board after seeking inputs from all thedirectors on the basis of the criteria such as the Board composition and structureeffectiveness of board processes information and functioning etc. The performance of thecommittees was evaluated by the board after seeking inputs from the committee members onthe basis of the criteria such as the composition of committees effectiveness ofcommittee meetings etc. The Board and the Nomination and Remuneration Committee("NRC") reviewed the performance of the individual directors on the basis of thecriteria such as the contribution of the individual director to the Board and committeemeetings like preparedness on the issues to be discussed meaningful and constructivecontribution and inputs in meetings etc. In addition the Chairman was also evaluated onthe key aspects of his role. In a separate meeting of independent Directors performanceof non-independent directors performance of the board as a whole and performance of theChairman was evaluated taking into account the views of executive directors andnon-executive directors. The same was discussed in the board meeting that followed themeeting of the independent Directors at which the performance of the Board itscommittees and individual directors was also discussed.

Policy on directors’ appointment and remuneration and other details

The Company’s policy on directors’ appointment and remuneration and othermatters provided in Section 178(3) of the Act has been disclosed in the corporategovernance report which forms part of the directors’ report

Disclosure as required under Rule 5 of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014

The Disclosure as required under Rule 5 of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is given in Annexure - A to the Board Report.

Particulars of contracts or arrangements with related parties referred in Sub - Section(1) of Section 188

Details of transactions with related parties falling under the scope of Section 188(1)of the Act & Information on transactions with related parties pursuant to Section134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules 2014 (Form No.AOC.2) is given in Annexure - B to the Board Report.

Auditors

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunderM/s Lakshmi Purna & Associates Chartered Accountants were appointed as statutoryauditors of the Company from the conclusion of the sixteenth annual general meeting (AGM)of the Company held on November 15 2014 till the conclusion of the ninteenth AnnualGeneral Meeting to be held in the year 2017 subject to ratification of their appointmentat every AGM.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and the rules framed thereunderM/s.GMVDR & Associates Company Secretaries were appointed as Secretarial Auditors ofthe Company and the Secretarial Audit Report issued by them for the financial year 2014-15is made a part of this Report.

Cost Audit

Cost Audit for financial year 2014-15 is not applicable in view of the Cost AuditAmendment Rules 2014 Government of India Ministry of Corporate Affairs NotificationNew Delhi dated 31.12.2014

Extract of the annual return of the Company

As provided under Section 92(3) of the Act the extract of annual return is given inAnnexure - C in the prescribed Form MGT-9 which forms part of this report.

Qualifications in Auditors’ report and secretarial auditors’ report

The auditors’ report does not contain any qualifications reservations or adverseremarks. Replies to qualifications in Secretarial Audit Report are annexed to this report.

Particulars of loans guarantees or investments

The particulars of loans guarantees and investments have been disclosed in thefinancial statements

Material changes and commitments if any affecting the financial position of the company

There are no material changes and commitments affecting the financial position of theCompany from the date of closure of financial year to the date of Board Report.

Charges

The Company has not availed loans from any Bank / Financial Institutions during thefinancial year under review.

Fixed Deposits

The Company has not accepted any fixed deposits during the year under review. As suchno amount of principal or interest was outstanding on the date of the Balance Sheet.

Unpaid / Unclaimed Dividend

Dividend which is unclaimed for a period of 7 years shall be transferred to InvestorEducation & Protection Fund (IEPF).

Internal Control

Your Company has established a robust system of internal controls to ensure that assetsare safeguarded and transactions are appropriately authorized recorded and reported. TheAudit Committee of the Board addresses significant issues raised by both the InternalAuditors and the Statutory Auditors. The Company believes that the overall internalcontrol system is dynamic and reflects the current requirements at all times henceensuring that appropriate procedures and controls in operating and monitoring practicesare in place. Your Company is proactively identifying the areas for further improvementwhich shall remain an ongoing process.

Risk Management

The Board of the Company has formed a risk management committee to frame implement andmonitor the risk management plan for the Company. The committee is responsible forreviewing the risk management plan and ensuring its effectiveness. The audit committee hasadditional oversight in the area of financial risks and controls. Major risks identifiedby the businesses and functions are systematically addressed through mitigating actions ona continuing basis. The development and implementation of risk management policy has beencovered in the management discussion and analysis which forms part of this report.

Vigil Mechanism

Your Company has adopted a Whistle Blower Policy to report to the management aboutinstances of unethical behaviours actual or suspected fraud or violation of theCompany’s code of conduct or ethics policy. Under the policy the employees canapproach Company’s Ethics Counsellor/ Chairman of Audit Committee directly.

Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo:

Additional information on conservation of energy technology absorption and foreignexchange earnings and outgo as required to be disclosed in terms of Section 134(3)(m) ofthe Companies Act 2013 read with the Companies (Accounts) Rules 2014 is given inAnnexure - D and forms part of this report.

Employee Relations

During the year under review the company has enjoyed cordial relationship with allsection of employees. The company believes that the employees play a vital role inincreasing the turnover and profitability of the company and the strength of the companylie in harnessing the manpower in achieving sustained long-term growth in all spheres.

Acknowledgements

Your Directors would like to express their sincere appreciation for the assistance andco-operation received from the financial institutions banks Government authoritiescustomers vendors and members during the year under review. Your company wishes to placeon record its appreciation of employees at all levels for their dedicated contributiontowards growth of the company.

For and on behalf of the Board of Directors
For Celestial Biolabs Limited
Place: Hyderabad Dr A N Singh
Date : 22.10.2015 (Chairman & Managing Director)
DIN: 01756827

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