Your Directors have pleasure in submitting their Twenty Ninth Annual Report ofthe Company together with the Audited Statements of Accounts for the year ended 31stMarch 2015.
1. FINANCIAL RESULTS
The Companys financials for the year under review along with the correspondingfigures of the previous years figures are as under:-.
| || ||(Amount in Lakhs) |
| ||For the year ended 31-03-2015 ||For the year ended 31-03-2014 |
|Net Sales /Income from || || |
|Business Operations ||9.63 ||4.60 |
|Other Income ||8.77 ||2.84 |
|Total Income ||18.40 ||7.44 |
|Less Interest ||0.00 ||0.00 |
|Profit before Depreciation ||(345.18) ||(79.86) |
|Less Depreciation ||23.21 ||20.80 |
|Profit after depreciation and Interest ||(368.39) ||(59.06) |
|Less Current Income Tax ||0.00 ||0.00 |
|Less Previous year adjustment of Income Tax ||0.00 ||0.00 |
|Less Deferred Tax ||0.00 ||0.00 |
|Net Profit after Tax ||(368.39) ||(79.86) |
|Dividend (including Interim if any and final ) ||0.00 ||0.00 |
|Net Profit after dividend and Tax ||(368.39) ||(79.86) |
|Amount transferred to General Reserve ||0.00 ||0.00 |
|Balance carried to Balance Sheet ||(368.39) ||(79.86) |
|Earning per share (Basic) ||(4.60) ||(1.00) |
|Earning per Share(Diluted) || || |
As the company did not earn distributable profits the board of directors did notrecommend any dividend for the financial year under review. Since the company has notdeclared any dividend for more than 10 years. the provisions of Section 125 (2) of theCompanies Act 2013 do not apply.
The Board did not propose to transfer any amount to reserves
4. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS
During the year under review your company achieved a turnover of Rs.9.63 Lakhs in theyear 2014-15 as compared to Rs.4.60 Lakhs during 13-14.
The Company approached companies manufacturing quality medicines to get their productsmanufactured on Third Party & Loan Licence basis as the Company handed over the LeasedLand Buildings Machinery & Lab Equipments to the owners while reflecting the same inthe Balance Sheet. This was necceciated as the Owners being co-promoters of your companyexited from the Company & its Board and refused to extend the Lease expiring on 31stMarch 2015 for further period. The residual Machineries of the company are kepttemporarily in rented Godowns. The residual Machineries are mostly Obsolete and outdatedones and have now become redundant with no immediate usage and installing the same inother premises is neither viable nor profitable.
Your Directors take pleasure in informing you that they have finalized a Company withtwo decades of experience to manufacture the Products of WHO GMP standards. Some of theProducts are in advanced stage of Production with the new Packing Materials likeFoils/Cartons/Boxes etc being already ordered and getting them in to place. The company isvery confident of building a very decent business volumes in due course of time.
5. CHANGE IN THE BUSINESS OF THE COMPANY:
During the year under review the company did not change its line of activity.
6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report pursuant to Clause 49 of the ListingAgreement forms part of this Report and is annexed hereto as "Annexure A".
7. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION
Your Company has taken adequate steps to adhere to all the stipulations laid down inClause 49 of the Listing Agreement. A report on Corporate Governance is included as partof this Annual Report as "Annexure - B". Certificate from the Statutory Auditorsof the company M/s. Anandam & Co Chartered Accountants confirming the compliance withthe conditions of Corporate Governance as Stipulated under Clause 49 of the ListingAgreement is included as part of this report as "Annexure C".
8. LISTING & TRADING ON STOCK EXCHANGES
The Equity Shares of the Company are listed at The Bombay Stock Exchange LimitedMumbai. The Market price of the Share as on 31st March 2015 was Rs.9.61 per share. TheCompany confirms that it has paid the Annual Listing Fee for the year 2015-16 to BSE wherethe Company Shares are listed. As of 26th Aug. The shares of the company aresuspended from trading due to penal reasons. The company is making efforts to get thesuspension revoked at the earliest.
9. DEMATERIALISATION OF SHARES
82.63% of the companys paid up Equity Share Capital is in dematerialized form ason 31st March 2015 and balance 17.37% is in physical form. The CompanysRegistrars are M/s Venture Capital & Corporate Services Private Limited 12-10-167Bharat Nagar Hyderabad-500 018 Telangana. Phone: (+91)-4023818475/476 FAX: +91 4023868024 Email id: email@example.com.
10. 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 Clause49 of the Listing Agreements ("Clause 49").
The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the Board composition and structureeffectiveness of board processes information and functioning etc.
The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.
The Board and the Nomination and Remuneration Committee ("NRC") reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the Board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc. In addition the Chairman was also evaluated on the key aspectsof his role.
In a separate meeting of independent Directors performance of non-independentdirectors performance of the board as a whole and performance of the Chairman wasevaluated taking into account the views of executive directors and non-executivedirectors. The same was discussed in the board meeting that followed the meeting of theindependent Directors at which the performance of the Board its committees andindividual directors was also discussed.
11. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTSRELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statements relateand the date of this report.
12. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE
There is no order passed by any Court or Tribunal or forum which impacted or is likelyto impact the "Going concern status" of the company.
13. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS.
The company has adequate internal financial controls and has a separate Audit committeeto assess the internal controls and guide the company accordingly.
14. DETAILS OF SUBSIDIARIES JOINT VENTURES ASSOCIATE COMPANIES & THEIRPERFORMANCE
The Company does not have any subsidiary or joint venture or associate company.
The Company has neither given nor accepted any Public Deposits during the year underreview.
16. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OFTHE COMPANY
The Company does not have any Risk Management Policy as the elements of riskthreatening the Companys existence are very minimal.
17. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES
The provisions of Section 135 of the Companies Act 2013 relating to Corporate SocialResponsibility does not apply to the company.
18. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013
There were no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 during the year under review and hence the said provision is notapplicable.
19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
There was no contract or arrangements made with related parties as defined underSection 188 of the Companies Act 2013 during the year under review.
20. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submit its responsibility Statement:-
(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(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; and
(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.
21. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
There were no qualifications reservations or adverse remarks made by either theAuditors or by the Practicing Company Secretary in their respective reports except thefollowing Disclaimers:
1. Auditors Report a) Appointment of CFO
2. Secretarial Audit Report a) Appointment of CFO & CS b) CompanysManufacturing Licence Under Renewal c) Inter-se Transfer of Shares Between Promoters
The company could not appoint the Chief Financial Officer (CFO) and full Time CompanySecretary due to the present Financial Status of the Company. The company is makingefforts to appoint the CFO & CS at the earliest.
The company has a valid Drug Manufacturing and Wholesale Licence and has applied forthe Renewal of the Drug Manufacturing Licence which is a continuous process.
There was an Inte-se transfer of Shares between the Promoters under due intimation toBSE & SEBI. However there is no Change in Total Promoter Holding.
22. SHARE CAPITAL
The Company has not bought back any of its securities nor has it issued any Equity orSweat Equity or bonus Shares or has not provided any Stock Option Scheme to the employeesduring the year under review.
23. COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATIONAND DISCHARGE OF THEIR DUTIES
The Nomination & Remuneration Committee is vested with the powers to recommend theAppointment of a Director and fix recommend the Remuneration accordingly.
A) Details of the ratio of the remuneration of each director to the medianemployees remuneration and other details as required pursuant to Rule 5 (1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are as under:
| ||Name ||Designation ||Yearly Remuneration (Rs). |
|1. ||Mr.Suchit Mohan Lal ||Managing Director ||240000.00. |
|2. ||Mr.Sushant Mohan Lal ||Executive Director ||240000.00 |
B) Details of every employee of the Company as required pursuant to 5 (2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are as under:
1. The Ratio as such is not applicable.
C) Any director who is in receipt of any commission from the company and who is aManaging Director or Whole-time Director of the Company shall receive any remuneration orcommission from any Holding Company or Subsidiary Company of such Company subject to itsdisclosure by the Company in the Boards Report-NIL
24. ANNUAL RETURN
The extracts of the Annual Return pursuant to the provisions of Section 92 read withRule 12 of the Companies (Management and administration ) Rules 2014 in Form MGT 9 isattached to this Report at Annexure 'F'.
25. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
The Board of Directors duly met 6 times during the financial year from 1st April2014 to 31st March 2015. The dates on which the meetings were held are as follows:
30th May 2014 14th August 2014 14th November 2014 22nd December 201414th February 2015 and 30st March 2015 & the details are given as Annexure 'B' inthe Corporate Governance Report.
The Company constituted 3 Committees as under: (I) Audit Committee; (II) Nomination& Remuneration Committee ; (III) Share holders Grievance Relationship/Share TransferCommittee The details are given as Annexure 'B' in the Corporate Governance Report.
In accordance with the provisions of the Companies Act 2013 Smt Vemuri Shilpa wasappointed as an Independent Woman Director on 30-03-2015.
Shri Anjani Kumar Agarwal and Shri Sanjay Kumar Agarwal Executive Directors resignedfrom the Company as Directors with effect from 22-12-2014 due to their pre-occupation andtheir resignations were accepted by the Board.
Shri S.S.Marthi resigned from the Company as Director with effect from 22-12-2014 dueto his pre-occupation and his resignation was accepted by the Board.
Shri Sushant Mohan Lal Director of the Company and Vemuri Shilpa Director of theCompany are liable to retire by rotation at the ensuing Annual General Meeting and beingeligible offer themselves for re-appointment.
27. DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted declarations disclosing to the Board that theyfulfil the criteria stipulated under Section 149(6) of the Companies Act 2013 so as toqualify themselves to be appointed as Independent Directors under the provisions of theCompanies Act 2013 and the relevant rules made there under.
28. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM
The Audit Committee consists of the following members:
A. Shri B.N. GNANA PRAKASH
B. Smt VEMURI SHILPA
C. Shri. SUSHANT MOHANLAL
The above composition of the Audit Committee consists of independent Directors viz. MrB.N. GNANA PRAKASH and Mrs. Smt VEMURI SHILPA who form the majority. The Audit committeewas reconstituted on 22nd December 2014 after the resignation of Mr. S.S.Marthi& Mr.S.K.Agarwal & was again reconstituted on 30th March 2015 onco-option of Mrs. Vemuri Shilpa as Independant Director of the Company.
The Audit Committee reports to the Board.
The Company has a vigil mechanism in place.
29. CORPORATE SOCIAL RESPONSIBILITY:
The provisions of the Companies Act 2013 and rules made there under ("theAct") forming of a Corporate Social Responsibility (CSR) Committee is Not Applicableto the Company.
30. PARTICULARS OF EMPLOYEES:
Information as required under the provisions of Rules 5(2) & 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules
2014 is given elsewhere in the report. As per the proviso to Rule 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theparticulars of employees posted and working outside India is - NIL.
31. Details of Conservation of Energy Technology Absorption Foreign Exchange Earningsand Outflow [Clause (m) of sub-section (3) of section 134 of the Act r/w Rule 8 of theCompanies (Accounts) Rules 2014]
(A) Conservation of energy
The Company is very careful in using the power to reduce the cost of maintenance andconserve the resources. The energy consumed during the year was minimal at Rs.0.77 Lakhs& hence No Additional Investments or proposals were implemented for reduction ofconsumption of energy.
(B) Technology absorption : The company did not carry out any R & D during the yearunder review.
(C) Foreign exchange earnings and Outgo: NIL
Your Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Companies activities during the year under review. Your Directors also acknowledgegratefully the shareholders for their support and confidence reposed on your Company.
| ||For and on behalf of the Board || |
| ||For COMBAT DRUGS LIMITED || |
| ||Sd/- ||Sd/- |
|Place: Hyderabad ||SUCHIT MOHANLAL ||SUSHANT MOHANLAL |
|Date: 29.08.2015 ||MANAGING DIRECTOR ||DIRECTOR |