The Members of Concord Drugs Limited
We have pleasure in presenting the Twentieth Annual report together with Auditedaccountsforthe year ended 31st March2015.
FINANCIAL SUMMARY/HIGHLIGHTS OPERATIONS STATE OF AFFARIS:
The performance during the period ended 31st March 2015 has been as under:
| || ||(Rs.) |
|Particular ||2014-2015 ||2013-2014 |
|Total Income ||403936830 ||340745848 |
|Total Expenditure ||393442198 ||336461328 |
|Profit Before Tax ||10494631 ||10494631 |
|Provision for Tax ||3529842 ||896900 |
|Profit after Tax ||6964790 ||3387620 |
|Transfer to General Reserves ||- ||- |
|Profit available for appropriation ||6964790 ||3387620 |
|Provision for Proposed Dividend ||- ||- |
|Provision for Corporate Tax ||- ||- |
|Balance Carried to Balance Sheet ||53365775 ||46400985 |
The Company has recorded a turnover of Rs. 40.39 Crores and a profit of Rs. 0.69 Croresin the current year against the turnover of Rs. 34.07 Crores anda profit of Rs. 0.33Croresinthe previous financialyear ended on 31.03.2014.
The Board expects a better growth in future.
EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:
There were no material changes and commitments affecting financial position of thecompany between 31st March andthe date of Board's Report.
CHANGE IN THE NATURE OF BUSINESS:
Duringthe yearthe Company haschanged not its business activities.
Your Directors have not recommended anydividendforthe year.
The Board of Directors met 5 times during the year on 30.05.2014 13.08.201414.11.201414.02.2015 and 30.03.2015 and the maximum gap between any two meetings was lessthan four months as stipulated under
DIRECTORSAND KEYMANANGERIAL PERSONNEL:
During the year Ms. P. Chandra Kala was appointed as director in the category ofIndependent Director.
None ofthe Director resignedfrom the Directorship during theyear.
Notice has been received from Member proposing candidature of Ms. P. Chandra Kala forthe office of Independent Director of the Company. In the opinion of the Board shefulfills the conditions specified in the Companies Act 2013 and the Rules made thereunder for appointment as Independent Directors of the Company. A copy of the draft Letterof Appointment for Independent Directors setting out terms and conditions of theirappointment is available for inspection at the Registered Office of the Company duringbusiness hours on any working day and is also available on the website of the Companywww.concorddrugs.in.
In accordance with the CompaniesAct 2013 read withArticles ofAssociation of thecompany the Director namely Mr. S. Koni Reddy retires by rotation and being eligibleoffers himself for re-appointment at this ensuing Annual General Meeting. Your Directorsrecommend his re-appointment.
During the year Mr. S. Koni Reddy was appointed as CFO of the Company w.e.f.30.03.2015.
The term of Mr. S. Nagi Reddy Managing Director of the Company expires on 29.05.2015and the Board in its meeting held on 30.05.2015 has reappointed him for 5 years. The Boardrecommends his reappointment as Managing Director.
Details of the Directors appointed/reappointed
|Particulars ||S. Nagi Reddy ||S. Koni Reddy ||P. Chandra Kala |
|Date of Birth ||15/10/1969 ||21/06/1989 ||02/06/1976 |
|Date of Appointment ||04/04/2003 ||10/06/2011 ||30/03/2015 |
|Qualifications ||MBA ||B.Com ||B.Com |
|No. of Shares held in the Company ||698600 ||625000 ||- |
|Directorships held in other ||- ||- ||- |
|companies (excluding private limited and foreign companies) || || || |
|Positions heldin mandatory ||- ||- ||- |
|committees of other companies || || || |
POLICY FOR SELECTION OF DIRECTORS AND DETERMINING
This policy sets out the guiding principles for the Nomination & RemunerationCommittee for identifying persons who are qualified to become Directors and to determinethe independence of Directors in case of their appointment as independent Directors ofthe Company.
2. Terms and References:
2.1 "Director" means a director appointedto the Boardof a Company.
2.2 "Nomination and Remuneration Committee means the committee constituted inaccordance with the provisions of Section 178 of the CompaniesAct 2013 andclause 49oftheEquity ListingAgreement.
2.3 "Independent Director" means a director referred to in sub-section(6) of Section 149 ofthe CompaniesAct 2013 and Clause 49(lI)(B) of the EquityListingAgreement.
Qualifications and criteria
3.1.1 The Nomination and Remuneration Committee and the Board shall review on annualbasis appropriate skills knowledge and experience required of the Board as a whole andits individual members. The objective is to have a board with diverse backgroundandexperiencethatarerelevant forthe Company'soperations.
3.1.2 In evaluating the suitability of individual Board member the
Nomination and Remuneration Committee may take into account factors such as:
General understanding of the company's business dynamics global businessandsocial perspective;
Standing in the profession;
Personal and professional ethics integrity andvalues;
Willingness to devote sufficient time and energy in carrying out their dutiesandresponsibilitieseffectively.
3.1.3 Theproposedappointee shallalso fulfillthe following requirements:
shall possess a Director IdentificationNumber;
shall not bdisqualifiedunderthe companiesAct 2013;
shall Endeavour to attend all Board Meeting and Wherever he is appointedasaCommittee Member the Committee Meeting;
shall abide by the code of Conduct established by the company for Directorsandsenior Management personnel;
shall disclose his concern or interest in any company or companies or bodiescorporate firms or other association of individuals including his shareholding at thefirst meeting of the Board in every financial year and thereafter whenever there is achange in the disclosures already made;
Such other requirements as any be prescribed from time to time under thecompanies Act 2013 Equity listing Agreements and other relevant laws.
3.1.4 The Nomination & Remuneration Committee shall evaluate each individual withthe objective of having a group that best enables the success ofthe company's business.
3.2 criteria of independence
3.2.1 The Nomination & Remuneration Committee shall assess the independence ofDirectors at time of appointment/ re-appointment and the Board shall assess the sameannually. The Board shall reassess determinations of independence when any new interest orrelationships aredisclosed bya Director.
3.2.2 The criteria of independence shall be in accordance with the guidelines as laiddown in companies Act2013 and Clause 49 of the Equity ListingAgreement.
3.2.3 The independent Director shall abide by the "code for independent Directors"asspecified in Schedule IV tothe companiesAct2013.
3.3 other directorships/committee memberships.
3.3.1 The Board members are expected to have adequate time and expertise and experienceto contribute to effective Board performance Accordingly members should voluntarily limittheir directorships in other listed public limited companies in such a way that it doesnot interfere with their role as director of the company.
The Nomination and Remuneration Committee shall take into account the nature of andthe time involved in a director service on other Boards in evaluating the suitability ofthe individual Director and making its recommendations to the Board.
3.3.2 A Director shall not serve as director in more than 20 companies of which notmore than 10 shall be public limited companies.
3.3.3 A Director shall not serve an independent Director in more than 7 listedcompanies and not more than 3 listed companies in case he is serving asa whole-timeDirector in any listed company.
3.3.4 A Director shall not be a member in more than 10 committee or act chairman ofmore than 5 committees across all companies in which he holds directorships.
For the purpose of considering the limit of the committee Audit committee andstakeholder's relationship committee of all public limited companies whether listed ornot shall be included and all other companies including private limited companiesforeign companies and companies under section 8 ofthe companiesAct2013 shall be excluded.
Remuneration policy for Directors key managerial personnel andother employees
1.1 This policy sets out the guiding principles for the Nomination and
Remuneration committee for recommending to the Board the remuneration of the directorskey managerial personnel and other employees ofthe company.
2. Terms and Reference:
In this policythefollowingterms shall have the following meanings:
2.1 "Director" means a director appointed to the Board of the company.
2.2 "key managerial personnel" means
(i) The Chief Executive Officer or the managing director or the manager;
(ii) The company secretary;
(iii) Thewhole-time director;
(iv) The chief financial Officer; and
(v) Such other office as may be prescribed under the companiesAct2013
2.3 "Nomination and Remuneration committee" means the committee constitutedby Board in accordance with the provisions of section 178 of the companies Act 2013 andclause 49 of the Equity Listing Agreement.
3. Policy :
3.1 Remuneration to Executive Directorand keymanagerial personnel.
3.1.1 The Board on the recommendation of the Nomination and Remuneration (NR) committeeshall review and approve the remuneration payable to the Executive Director of the companywithin the overall approved bythe shareholders.
3.1.2 The Board on the recommendation of the Nomination and Remuneration committeeshall also review and approve the remuneration payable to the key managerial personnel ofthe company.
3.1.3 The remuneration structure to the Executive Director and key managerial personnelshall include the following components: (i) Basic pay (ii) PerquisitesandAllowances (iii)Stock Options (iv) Commission (Applicable in caseof Executive Directors)
(v) Retrial benefits
(vi) Annual performance Bonus
3.1.4 The Annual plan and Objectives for Executive committee shall be reviewed by theNR committee and Annual performance Bonus will be approved bythe committee based ontheachievement against the Annual plan andObjectives.
3.2 Remuneration toNon - Executive Directors
3.2.1 The Board on the recommendation of the Nomination &
Remunaration Committee shall review and approve the remuneration payable to the Non -Executive Directors of the Company within the overall limits approved by the shareholdersas per the provisions of CompaniesAct 2013.
3.2.2 Non - Executive Directors shall be entitled to sitting fees attending themeetings of the Board andthe Committees thereof.
3.3. Remuneration to other employees
3.3.1. Employees shall be assigned grades according to their qualifications and workexperience competencies as well as their roles and responsibilities in the organization.Individual remuneration shall be determined within the appropriate grade and shall bebased on various factors such asjob profile skill sets seniority experience andprevailing remuneration levels for equivalentjobs.
DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:
The Company has received necessary declaration from Mr. M. Eswar Rao Mr. P. VenkatramReddy and Ms. P. Chandra Kala Independent Directors of the Company under Section 149(7) ofthe Companies Act2013 that they as Independent Directors of the Company meet with thecriteria of their Independence laid down in Section 149(6).(Annexure II)
TheAudit Committee of the Company is constituted in line with the provisions of Clause49 of the ListingAgreements with the Stock Exchanges read with Section177oftheCompaniesAct2013.
II) The terms of reference oftheAudit Committee include a review ofthe following:
Overview of the Company's financial reporting process and disclosure of itsfinancial information to ensure that the financial statements reflect a true and fairposition and that sufficient and credible information is disclosed.
Recommending the appointment and removal of external auditors fixation of auditfee and also approval for payment for any other services.
Discussion with external auditors before the audit commences of the nature andscope of audit as well as post-audit discussion to ascertainany area of concern.
Reviewing the financial statements and draft audit report includingquarterly/half yearly financial information.
Reviewing with management the annual financial statements before submission tothe Boardfocusingon:
1. Anychanges in accounting policies and practices;
2. Qualification in draft audit report;
3. Significant adjustments arising out of audit;
4. Thegoing concern concept;
5. Compliance with accounting standards;
6. Compliance with stock exchange and legal requirements concerningfinancial statementsand
7. Any related party transactions
Reviewing the company's financial and risk management's policies.
Disclosure ofcontingent liabilities.
Reviewing with management external and internal auditors the adequacy ofinternal controlsystems.
Reviewing the adequacy of internal audit function including the auditcharacter the structure of the internal audit department approval of the audit plan andits execution staffing and seniority of the official heading the department reportingstructure coverage andfrequencyof internal audit.
Discussion with internal auditors of any significant findings andfollow-upthereon.
Reviewing the findings of any internal investigations by the internal auditorsinto the matters where there is suspected fraud or irregularity or afailure of internalcontrol systems of a material nature and reportingthe matter to the Board.
Looking into the reasons for substantial defaults in payments to the depositorsdebenture holders shareholders (in case of non-payment ofdeclared dividends) andcreditors.
Reviewing compliances as regards the Company's Whistle Blower Policy.
III) The previous Annual General Meeting of the Company was held on
30.09.2013 and Chairman of theAudit Committee attended previous AGM.
IV) The composition of the Audit Committee and the attendance of each memberof theAuditCommittee are given below:
The Company has complied with all the requirements of Clause 49 (II)(A) of the ListingAgreement relating to the composition of the Audit Committee.
Duringthe financial year 2014-2015 (4)four meetings of theAudit Committee were heldonthe 30.05.201414.08.201414.11.2014 and14.02.2015.
The details of the composition of the Committee and attendance of the members atthemeetings are given below:
|Name ||Designation ||Category ||No. of meetings heid during their tenure ||No. of meetings attended |
|Mr. M. Eswar Rao ||Chairman ||NED (I} ||4 ||4 |
|Mr. K. Ramachandra ||Member ||ED(P) ||4 ||4 |
|Mr. P. Venkatram Reddy ||Member ||NED (I) ||4 ||4 |
NED (I):Non Executive Independent Director
ED (P):Executive Director Promoter
NOMINATION& REMUNERATION COMMITTEE:
The details ofcompositionoftheCommittee aregiven below:
|Name ||Designation ||Category ||No. of meetings held during their tenure ||No. of meetings attended |
|Mr. M. Eswar Rao ||Chairman ||NED (1) ||4 ||4 |
|Mr. S. Koni Reddy ||Member ||NED(P) ||4 ||4 |
|Mr. P. Venkatram Reddy ||Member ||NED (1) ||4 ||4 |
NED (I):NonExecutive Independent Director
ED (P): Executive Director Promoter
Terms of reference:
The main term of reference of the Committee is to approve the fixation/revision ofremuneration of the Managing Director/Whole Time Director ofthe Company andwhileapproving:
To take into account the financial position of the Company trend in theindustry appointee's qualification experience past performance past remuneration etc.
To bring out objectivity in determining the remuneration package while strikinga balance between the interest of the Company andthe Shareholders.
The objectives of the remuneration policy are to motivate Directors to excel n i theirperformance recognize their contribution and retain talent in the organization and rewardmerit.
The remuneration levels are governed by industry pattern qualifications and experienceof the Directors responsibilities shouldered individual performance etc.
No remuneration has been paidtothe Executive Directors duringthe year.
STAKEHOLDER RELATIONSHIP COMMITTEE
(SHAREHOLDERS/INVESTOR GRIEVANCE AND SHARE TRANSFER
Composition meetings andthe attendance during the year:
The Shareholders/Investors Grievance Committee was constituted to look into theredressing of Shareholders and Investors complaints concerning transfer of shares nonreceipt of Annual Reports and non receipt of
Dividend andother allied complaints.
A. Thedetails of composition ofthe Committee aregiven below:
|Name ||Designation ||Category ||No. of meetings held during their tenure ||No. of meetings attended |
|Mr. M. Eswar Rao ||Chairman ||NED(I) ||4 ||4 |
|Mr. S. Koni Reddy ||Member ||NED(P) ||4 ||4 |
|Mr. P. Venkatram Reddy ||Member ||NED (1) ||4 ||4 |
NED (I):Non Executive Independent Director ED
(P): Executive Director Promoter
The Committee has been delegatedwith the following powers:
to redress shareholder and investor complaints relating to transfer of sharesDematerialization of Shares non-receipt of Annual Reports non-receipt ofdeclareddividend and other allied complaints.
to approve transfer transmission and issue of duplicate / fresh sharecertificate(s)
Consolidate andsub-division ofshare certificates etc.
To redress approve and dispose off anyother complaints transactions andrequests etc. received from any shareholder of the company and investor ingeneral.
The Board has delegated the power to process the transfer and transmission of shares tothe Registrar and Share Transfer Agents who process share transfers within a week oflodgment in the case of shares held in physical form.
The Board has appointed Ms. Sonia Bidla as Company Secretary and Compliance Officer ofthe Company.
The Company ha s designate d an e-mai l ID calle d firstname.lastname@example.org forredressal of shareholders' complaints/grievances.
RISK MANAGEMENT COMMITTEE
The Details of composition of the Committee are given below:
|Name ||Designation ||Category |
|Mr. S. Nagi Reddy ||Chairperson ||ED(P) |
|Mr. S. Koni Reddy ||Member ||NED(P) |
|Ms. P. Chandra Kala ||Member ||NED(I) |
.ED(P) : Executive Promoter Director
NED(I) : Non Executive Independent
Role and Responsibilities of the Committee includes the following:
Framing of Risk Management Plan and Policy
Overseeing implementation of Risk Management Plan and Policy
Monitoring of Risk Management Plan and Policy
Validating the process of risk management
Validating the procedure for Risk minimization.
Periodically reviewing and evaluating the Risk Management Policy and practiceswith respect to risk assessment and risk management processes.
Continually obtaining reasonable assurance from management that al known andemerging risks have been identified and mitigated or managed.
Vigil Mechanism Policy has been established by the Company for directors and employeesto report genuine concerns pursuant to the provisions of section 177(9) & (10)of theCompanies Act 2013. The same has been placed onthe website ofthe Company.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Sec. 134(5) of the Companies Act 2013 the Board ofDirectors of your Company hereby certifies and confirms that:
a. In the preparation of the Annual Accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
b. The Directors have selected such accounting policies and appliedthem consistentlyand made judgment 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 have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the
Companies Act 2013 for safeguarding the Assets of the Company and for preventing anddetecting fraud andother irregularities;
d. The Directors have prepared the Annual accounts on a going concern basis.
e. The Directors of the Company had laid down internal financial controls and suchinternal financial controls are adequate and were operating effectively.
f The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
The Company has complied with the required provisions relating to statutory compliancewith regardto the affairs ofthe Company in all respects.
Your Company does not have any subsidiary.
EXTRACT OF ANNUAL RETURN:
As required pursuant to section 92(3) of the CompaniesAct 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9asa part of thisAnnualReport (FORMAT IN
M/s. M M Reddy & Co. Chartered Accountants Statutory Auditors of the Companyretire at the ensuing Annual General Meeting and being eligible have expressed theirwillingness for re-appointment. Your directors propose the appointment of M/s.M M Reddy& Co.Chartered Accountants as statutory auditors to hold office until the conclusionof the next Annual General Meetingofthe company.
M/s. Chanamolu & Co. CharteredAccountants Hyderabadare the internal Auditorsofthe Company.
Pursuant to the provisions of Section 134(3)(f) & Section 204 of the Companies Act2013 Secretarial audit report as provided by Mr. Vivek Surana Practising CompanySecretaries is annexed to this Report as annexure.
Explanations or comments by the Board on every qualification reservation or adverseremark or disclaimer made
(a) Statutory Auditors Report:
The Board has duly reviewed the Statutory Auditor's Report on the Accounts for the yearended March 31 2015 and has noted that the same does not have any reservationqualification or adverse remarks. However the Board decided to further strengthen theexisting system and procedures to meet all kinds of challenges and growth in the marketexpected in view of the robust capital market in the coming years.
(b) Secretarial Audit Report:
The Board has duly reviewed the Secretarial Audit Report on theCompliances according tothe provisions of section 204 of theCompanies Act 2013 and the same does not have anyreservation qualifications or adverse remarks.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGSAND OUTGO:
The required information as per Sec.134 of the Companies Act 2013 is providedhereunder:
A. Conservation of Energy
Adequate measures have been taken to reduce energy consumption wherever possible.Total energy consumption and energy consumption per unit of production is not applicableas company is not included in the industries specified intheschedule.
|B. TechnologyAbsorption |
|1. Research andDevelopment (R&D) : Nil |
|2. Technology absorption adoption andinnovation : Nil |
|C. Foreign Exchange Earnings and Out Go |
|Foreign Exchange Earnings : Nil |
|Foreign Exchange Outgo : Nil |
Your Company has not accepted any deposits falling within the meaning of Section 73 ofthe Companies Act 2013 read with the Companies
(Acceptance of Deposits) Rules 2014 duringthe financialyear under review.
SIGNIFICANT & MATERIAL ORDERS PASSED BYTHE REGULATORS:
During the period under review there were no significant and material orders passed bythe regulators or Courts or Tribunals impacting the going concern status and the company'soperations in future.
The company's properties have been adequately insured against major risks. All theinsurable interests of your Company including inventories buildings plant and machinerystock and liabilities under legislative enactments areadequately insured.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The company has not given loans Guarantees or made any investments duringtheyear underreview.
RISK MANAGEMENT POLICY:
Your Company follows a comprehensive system of Risk Management. Your Company hasadopted a procedure for assessment and minimization of probable risks. It ensures that allthe risks are timely defined and mitigated in accordance with the well structured riskmanagement process.
CORPORATE SOCIAL RESPONSIBILTY POLICY:
Since your Company does not hasthe net worth of Rs. 500 crores or more or turnover ofRs. 1000 crores or more or a net profit of Rs. 5 crores or more during the financialyear so section 135 of the Companies Act2013 relating o t Corporate SocialResponsibility is not applicable to the Company and hence the Company need not adopt anyCorporate Social Responsibility Policy
RELATED PARTY TRANSACTIONS:
The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed onthe Company's website atwww.concorddrugs.in.
Your Directors draw attention of the members to Note to the financial statement whichsets out related party disclosures.
As per section 149 of the CompaniesAct2013 read with clause VII (1) of the schedule IVand rules made thereunder the independent directors of the company had a meeting on30.03.2015 without attendance of non-independent directors and members of management. Inthe meeting the following issueswere taken up:
(a) Review of the performance of non-independent directors and the Board as awhole;
(b) Review of the performance of the Chairperson of the company taking into accountthe views of executive directors and non-executive directors;
(c) Assessing the quality quantity and timeliness of flow of information between thecompany management and the Board that is necessary for the Board to effectively andreasonably perform their duties.
The meeting also reviewed and evaluated the performance of non-independent directors.The company has 3 (three) non-independent directors namely:
i. S. Nagi Reddy- Managing Director
ii. S.Koni Reddy- Non-Executive Director.
iii. K. Ramachandra Reddy- Non-Executive Director
The meeting recognized the significant contribution made by Mr. S. Nagi Reddy ManagingDirectors in the shaping up of the company and putting the company on accelerated growthpath. They devoted more time and attention t o bring upthe companyto the present level.
The meeting also reviewed and evaluated the performance of the Board as whole interms of the following aspects:
Preparedness for Board/Committee meetings
Attendance atthe Board/Committee meetings
Guidance on corporate strategy risk policy corporate performance andoverseeing acquisitions anddisinvestments.
Monitoring the effectiveness of the company's governance practices
Ensuring a transparent board nomination process with the diversity ofexperience knowledge perspective inthe Board.
Ensuring the integrity of the company's accounting and financial reportingsystems includingthe independent audit andthat appropriate systems of control are inplace in particular systems for financial and operational control and compliance withthelaw and relevant standards.
It was noted that the Board Meetings have been conducted with the issuance of propernotice and circulation ofthe agenda of the meeting with the relevant notes thereon.
CostAudit is not applicable to your Company.
RATIO OF REMUNERATION TO EACH DIRECTOR:
Under section 197(12) of the Companies Act 2013 and Rule5(1)(2)&(3)of theCompanies(Appointment & Remuneration) Rules 2014 a remuneration of Rs. 18000007-per annum is being paid to Mr. S. Nagi Reddy Managing director ofthe Company.
CORPORATE GOVERNANCEAND SHAREHOLDERS INFORMATION:
Since the paid up capital of the Company is less than Rs. 10 Crores and Net worth ofthe Company is less than Rs. 25 Crores Corporate Governance as specified under clause49ofthe ListingAgreement is NotApplicable.
INDUSTRY BASED DISCLOSURES AS MANDATED BY THE
RESPECTIVE LAWS GOVERNING THE COMPANY:
The Company is not a NBFC Housing Companies etc. and hence Industry based disclosuresis not required.
EVENT BASED DISCLOSURES
1. Issue of sweat equity share: NA
2. Issue of shares with differential rights: NA
3. Issue of shares under employee's stock option scheme: NA
4. Disclosure on purchase by company or giving of loans by it for purchase of itsshares: NA
5. Buy back shares: NA
6. Disclosure about revision: NA
7. Change of name of the Company: NA
8. PreferentialAllotment of Shares: NA
Your Directors are pleased to record their sincere appreciation of the contribution bythe staff at all levels in the improved performance of theCompany.
None of the employees is drawing Rs. 500000/- and above per month or Rs.6000000/-and above in aggregate per annum the limits prescribed under Section 134 of theCompaniesAct 2013
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013.
The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at workplace (Prevention Prohibition and Redressal)Act2013.Internal Complaint Committee (ICC) has been set up to redress complaints receivedregarding sexual harassment.All employees are covered under this policy.
The following is the summary of sexual harassment complaints received and disposedduring the calendar year.
|No. of complaints received: ||Nil |
|No. of complaints disposed off: ||Nil |
Your directors would like to express their grateful appreciation for assistance andco-operation received from clients banks investors Government other statutoryauthorities and all others associated with the company. Your directors also wish to placeon record their deep sense of appreciation for the excellent contribution made bytheemployees at all levels which enabled the company to achieve sustained growth in theoperational performance during the year under review.
| || ||For and on behalf of the Board of |
| || ||Concord Drugs Limited |
| ||Sd/- ||Sd/ - |
| ||S. Nagi Reddy ||S. Koni Reddy |
|Place: Hyderabad ||Managing Director ||Director cum CFO |
|Date: 14.08.2015 ||DIN : 01764665 ||DIN : 02829319 |
SECRETARIAL AUDIT REPORT
(Pursuant to section 204(1) of the Companies Act 2013 and
Rule 9 of the Companies (Appointment and Remuneration Personnel) Rules 2014
FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2015
The Members of
Mis. Concord Drugs Limited
We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by M/s.Concord Drugs Limited(hereinafter called "theCompany"). Secretarial Audit was conducted in a mannerthat provided us a reasonable basis for evaluating the corporate conducts/statutorycompliances and expressing our opinion thereon.
Based on our verification of the Company's Books Papers Minute Books Forms andReturns filed and other Records maintained bythe Company and also the information providedby the Company its officers agents and authorized representatives during the conduct ofsecretarial audit we hereby report that in our opinion the company has during thefinancial year commencing from 1st April 2014and ending on 31stMarch 2015 complied withthe statutory provisions listed hereunder and also that the Company has proper Boardprocess and compliance mechanism in place to the extent in the manner and subjecttothereporting made hereinafter:
1. We have examined the books papers minutes books forms and returns filed and otherrecords maintained by "TheCompany" for the financial year ended on 31sl March2015 according to the provisions of:
i. The CompaniesAct 2013 (the Act) and the rules made there underfor specifiedsections notified and came in to effect from 12th September 2013 and sections and Rulesnotified and came in to effect from 1st April 2014;
ii. The Securities Contracts (Regulation) Act 1956 ('SCRA') and the Rules made thereunder;
iii. The DepositoriesAct 1996 andthe Regulations and Bye-laws framed there under;
iv. Foreign Exchange Management Act 1999and the Rules andRegulations made there underto the extent of Foreign Direct Investment (FDI) and Overseas Direct Investment andExternal Commercial Borrowings.
v. The Securitiesand Exchange Boardof IndiaAct 1992('SEBIAct').
2. Provisions of the following Regulations and Guidelines prescribed under theSecurities and Exchange Board of IndiaAct 1992 (SEBIAct) were not applicable to theCompany under the financial year under report except disclosures in terms of SEBI TakeoverRegulations & Insider Trading Regulations.
i. The Securities and Exchange Board of India (SubstantialAcquisition of SharesandTakeovers) Regulations 2011;
ii. The Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations 2009;
iii. The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009;
iv. The Securities and Exchange Board of India (Buyback of Securities) Regulations1998; v. The Securities and Exchange Board of India (Registrars to an issue and ShareTransfer Agents) Regulations 1993 regarding the
CompaniesAct anddealing with client;
vi. TheSecurities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008 vii. The Securities and Exchange Board of India (Employee Stock OptionScheme and Employee Stock Purchase Scheme) Guidelines 1999;
3. Other allied laws asstated below other thanthe applicable Tax Laws:
i. The Drugs and Cosmetics Act 1940
ii. The Drugs and Cosmetics Rules 1945
iii. The Pharmacy Act 1948
iv. Narcotic Drugs and Psychotropic Substances Act 1985
Intellectual Property Rights:
i. The Patents Act 1970
ii. TheTrade &Merchandise MarksAct 1958
iii. Trade MarksAct 1999
i. Industrial Employment Standing Order Act 1946.
ii. Industrial DisputesAct 1947.
iii. PaymentofWagesAct 1936
iv. MinimumWagesAct 1948
v. FactoriesAct 1948.
4. We have also examined compliance with the applicable clauses of the following:
. i Secretarial Standards issued by the Institute of Company secretaries of Indiacomplied though not applicable to the Company.
ii. The Listing Agreements entered into by the Company with BSE Limited MSE.PSEandASE.
During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above.
We further report that:-
The Board of Directors of the Company is duly constituted with proper balance ofExecutive'Directors Non-Executive 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 provisionsofthe Act.
We further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.
| ||For Vivek Surana & Associates |
| ||Vivek Surana |
|Place: Hyderabad ||Proprietor |
|Date: 14.08.2015 ||C.P .No. 12901 |
The Members of
M/s. Concord Drugs Limited
Our report of even date is to be read along with this letter.
1. Maintenance of secretarial records is the responsibility of the management of thecompany. Our responsibility is to express an opinion onthese secretarial records basedonouraudit.
2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the secretarial records. The verificationwas done on test basis to ensure that correct facts are reflected in secretarial records.We believe that the processes and practiceswefollowed provideareasonable basis for ouropinion.
3. Where ever required we have obtained the Management representation about thecompliance of laws rules and regulations and happening of eventsetc.
4. The compliance of provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination waslimited tothe verification of procedures on test basis.
5. The secretarialAudit report is neither anassuranceas tofutureviability of thecompany nor of the efficacy or effectiveness with which the management has conducted theaffairs of the company.
| ||For Vivek Surana & Associates |
| ||Vivek Surana |
|Place: Hyderabad ||Proprietor |
|Date: 14.08.2015 ||C.P . No. 12901 |