The members of Parnax Lab Limited.
Your Directors have pleasure in presenting the 33 rd Annual Report together with theAudited Financial Statements for the year ended on 31st March 2015.
1. FINANCIAL RESULTS:
Rs. In lacs
|Particulars ||For the year ended on 31st March 2015 ||For the year ended on 31st March 2014 |
|Revenue from Operations ||1663.11 ||1903.02 |
|Profit before Depreciation and Tax ||45.88 ||96.23 |
|Less : Depreciation ||79.85 ||80.49 |
|Tax Expenses ||(55.62) ||(25.24) |
|Net Profit for the year || || |
|Add. Profit & Loss A/c Bal of Previous year ||(121.39) ||(39.4823) |
|Appropriations: || || |
|Proposed Dividend ||NIL ||NIL |
|Dividend Distribution Tax on Proposed Dividend ||N.A. ||N.A. |
|Transfer to General Reserve ||NIL ||NIL |
|Balance c/fd to Balance Sheet as at 31.03.2015. ||(119.79) ||(121.39) |
2. STATEMENT OF COMPANY'S AFFAIRS:
During the year the net income from operations on standalone basis declined marginallyfrom 1903.02 lacs to 1663.11 lacs. Due to increase in operational cost the profit fromoperations got reduced. Your Directors are taking optimum efforts to increase the profitsthrough aggressive sales campaign.
The Board recommended no dividend shall be declared for the Financial Year ended on31st March 2015.
4. TRANSFER TO RESERVES:
The Company has not transferred amount to any reserve.
5. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
The relations between Company and its employees being cordial and no instance of anyIndustrial Dispute reported during the year 2014-15. During the Financial Year the Companydoes not have any employee who was drawing remuneration required to be disclosed pursuantto the Section 197 of Companies Act 2013 read with the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014. The required disclosures with respectto Remuneration and other details of employees are available at the registered office ofthe company during working hours:
Monday to Saturday 10.00 AM to 06.30 PM. (Excluding Public Holidays)
6. SUBSIDIARY COMPANY:
The Company has one Subsidiary Company as on March 31 2015 namely Naxpar PharmaPrivate Limited. There has been no material change in the nature of business of thesubsidiary company.
Pursuant to the provision of Section 129(3) of the act a statement containing silentfeatures of the financial statements of the company's subsidiary in Form AOC-1 is attachedto the financial Statements of the Company.
During the Financial Year 2014-15 The Company has not accepted any public depositcovered under Section 76 of the Companies Act 2013.
8. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS /OUTGO:
The particulars of Conservation of Energy Technology Absorption and Foreign ExchangeEarnings/outgo are set out in Annexure I to this Report
9. BOARD OF DIRECTORS:
During the year 2014-15 Mrs. Ami Mihir Shah (Holding DIN-03101049) is appointedas an Additional Director/Woman Director of the Company w.e.f. 31st March 2015 andMr. T.V. Anantharaman (Holding DIN 07147028) is appointed as an AdditionalIndependent Director of the Company w.e.f. 31st March 2015 Subject to approval ofShareholder in 33 rd Annual General Meeting.
At the ensuing 33 rd Annual General Meeting of the Company the Directors Mr. BaijuMahasukhlal Shah (Having DIN 00440806) is liable to retire by rotation and beingeligible offers themselves for re-appointment. Board recommends their re-appointment tothe members for consideration in the ensuing 33rd Annual General Meeting.
10. EXTRACT OF ANNUAL RETURN:
The Extract of Annual Return in Form MGT 9 pursuant to Section 92 (3) of the CompaniesAct 2013 and rule 12 (1) of Companies (Management and Administration) Rules 2014 are asper Annexure II to this Report.
11. NUMBER OF MEETINGS OF THE BOARD:
Five Board Meetings were held during the year 2014-15 pursuant to Section 173 (1) ofCompanies Act 2013 on 30th May 2014 14th August 2014 14th November 2014 and 14thFebruary 2015 and 31st March 2015. The further details regarding Board Meetings are givenin the Board of Directors Section of Corporate Governance Report annexed to this Report.
12. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134 (3) (C) of the Companies Act 2013 your Directors state that:
(a) in the preparation of Annual Accounts for the year ended on 31st March 2015 theapplicable accounting standards have been followed and there are not material departuresfrom the same.
(b) the Directors have selected such accounting policies and applied them consistentlyand made judgements 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 on 31stMarch 2015 and the profit and loss of the Company for that period.
(c) the Directors have taken proper and sufficient care for the maintenance of theadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.
(d) the Directors have prepared Accounts on 'going concern' basis. and
(e) The Directors have laid down internal financial controls to be followed by theCompany and that such financial controls are adequate and are operating effectively.
(f) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
13. DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS:
As per the declarations received from Independent Directors their appointment as anIndependent Director of the Company was in compliance with Section 149 (6) of theCompanies Act 2013 and
The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(7) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules.
14. NOMINATION AND REMUNERATION COMMITTEE:
The Board had constituted Nomination and Remuneration Committee pursuant to theprovisions of subsection (1) of Section 178 of Companies Act 2013. Pursuant to subsection(3) of Section 178 of Companies Act 2013 the Nomination and Remuneration Committee hasformulated the criteria for determining qualifications positive attributes andindependence of a Director and recommended to the Board the policy relating to theremuneration of directors key managerial personnel and other employees. The policy isavailable at Company's website on www.naxparlab.com. The other details with respect toCommittee composition and meetings are given in Board of Directors Section of CorporateGovernance Report annexed to this Report.
15. COMMENTS ON AUDIT REPORTS:
There are no qualification reservation or adverse remark or disclaimer made by M/sLadha Singhal & Associates Chartered Accountants and by M/s. HS AssociatesCompany Secretary in Practice in his secretarial audit report for the year ended on 31stMarch 2015.
The Statutory Auditors have not reported any incident of fraud to the Audit Committeeof the Company in the year under review
16. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
As on 31st March 2015 there was no outstanding balance or transactions with respect tothe Mutual Fund Investments.
During the year the Company has not given loans or Guarantees covered under Section 186of Companies Act 2013.
17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
During the year 2014-15 the Contract or Arrangements entered in to by the Company withrelated parties were approved by the Audit Committee pursuant to subsection (IV) (4) ofSection 177 of Companies Act 2013 and by the Board of Directors pursuant to Section 188(1) of Companies Act 2013.
The related party transactions were at arm's length basis and were in the ordinarycourse of business of the Company. The other details with respect to related partytransactions in Form AOC 2 are set out in Annexure III to this Report. The policy onRelated Party Transactions is available on Company's website- www.naxparlab.com.
18. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There were no material changes and commitments affecting the financial position of theCompany between the end of the financial year of the Company to which the financialstatements relate and the date of the report.
19. EVALUATION OF BOARD:
The performance of Board its Committees and Individual Directors were reviewed duringthe year pursuant to subsection (p) (3) of Section 134 of Companies Act 2013.
The separate meeting of an Independent Directors were held during the year to evaluatethe performance of other Non-Independent Directors and of the Board as a whole also theperformance of Committees of the Board were reviewed. The performance of Board IndividualDirectors and Committees were found to be satisfactory as during the year 2014-15.
20. CORPORATE GOVERNANCE REPORT & MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT:
The Report on Corporate Governance along with necessary certificates and Statement ofManagement Discussion and Analysis are annexed to this report as Annexure IV.
21. STATUTORY AUDITORS:
The Statutory Auditors of the Company M/s Ladha Singhal & Associates. (MembershipNo: 104151) hold office until the conclusion of forthcoming 33 rd Annual General Meetingof the Company and are eligible for re-appointment. The Board has received necessaryCertificate from Statutory Auditors and the Audit Committee has recommended theirre-appointment.
Hence the Board hereby recommend to the members the re-appointment of StatutoryAuditors till the conclusion of 34 rd Annual General Meeting of the Company subject to theratification of appointment by the members at respective Annual General Meetings.
22. INTERNAL AUDITORS:
As per section 138 of the Companies Act 2013. The Company has appointed M/s P S D& Associates Chartered Accountants as the internal auditors for the financial yearto 2015-2016 to conduct the internal audit and to ensure adequacy of the Internalcontrols adherence to Company's policies and ensure statutory and other compliancethrough periodical checks and internal audit.
23. SECRETARIAL AUDITORS & REPORT:
The Secretarial Audit Report as Annexed to this report as Annexure-V by M/s HSAssociates Company Secretaries for the year ended on 31st March 2015 does not containany adverse or qualifying remarks. The Board has re-appointed HS Associates CompanySecretaries as the Secretarial Auditors of the Company for the Secretarial Audit of thefinancial year ended on 31st March 2016.
24. COMMITTEES OF THE BOARD:
The Board has constituted necessary Committees pursuant to the provisions of CompaniesAct 2013 rules framed thereunder and Listing Agreement with Stock Exchanges. TheCommittees of the Board are Audit Committee Stakeholders Relationship CommitteeNomination and Remuneration Committee. The details about Committee Meetings and itsCompositions are incorporated in the Board of Directors section of Corporate GovernanceReport annexed to this Report.
25. WHISTLE BLOWER:
The Board of Directors have set up the Whistle Blower Policy i.e. Vigil Mechanism forDirectors and Employees of the Company to report concerns about unethical behaviouractual or suspected fraud or violations of Companys Code of Conduct or EthicsPolicy. The detailed Vigil Mechanism Policy is available at Companys Websitewww.naxparlab.com.
26. INTERNAL FINANCIAL CONTROLS:
The Board hereby reports that the Internal Financial Controls were reviewed by theAudit Committee and there were adequate Internal Financial Controls existed in the Companywith respect to the Financial Statements for year ended on 31st March 2015 and theInternal Financial Controls are operating effectively.
27. DISCLOSURE UNDER SEXUAL HARASSMENT ACT:
As required by the Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act 2013 the Company has formulated and implemented a policy onprevention of sexual harassment at workplace with a mechanism of lodging complaintsredressal for the benefits of its employees. There were no complaints filed against any ofthe employees of the Company under this Act.
The Board of Directors hereby express thanks to all the Shareholders CustomersSuppliers Associates Employees and various Authorities for extending their valuedsupport and patronage to the Company.
| ||For and on behalf of the Board |
|Date: 14th August 2015 ||Prakash Mahasukhlal Shah |
|Mumbai ||(DIN 00440980) |
| ||Chairman |
Particulars of Energy Conservation Technology Absorption and Foreign Exchange Earningand Outgo required under the Companies (Accounts) Rules 2014.
CONSERVATION OF ENERGY:
The Company has implemented system of optimum of Energy and its conservation. The oldmachineries were timely replaced with new machineries to get optimum productions andwastage of power and to get the optimum ratio for inputs.
RESEARCH AND DEVELOPMENT (R&D):
The Company's core strategy for Research and Developments pertains to the Research ofnew designs with added values to serve the consumers with the requirements. The productsresearch are conducted in phased manner during the year to introduce new designs andproduct ranges for betterment of the consumer market .The expenditure towards Research andDevelopments were not significant to report.
FUTURE PLANS FOR RESEARCH AND DEVELOPMENTS:
The activities of research and Developments are on ongoing process where the productionpatterns and products designs need updation from time to time to sustain in thecompetitive market. The future plan for Research and Development of new productapplications with the variety range of innovation in design.
The production technologies of the company pertains to Injection moulding and ExtrusionTechnology. The Injection Moulding technology. In line of the Extrusion Technology forPolypropylene sheets the Company has developed multiple applications of PolypropyleneSheets for Industrial users with a range of series. The technological updation is anintegral part of the business to get the better products.
FOREIGN EXCHANGE EARNING AND OUTGO:
(Rs in Lacs)
| ||2014-15 ||2013-14 |
|(a) Foreign Exchange Earnings ||120047767 ||94868191 |
|(b) Foreign Exchange Outgo: || || |
|Import of Capital Goods ||0 ||0 |
|Import of Raw Materials ||0 ||0 |
|Stores and Consumables ||0 ||0 |
|Expenses for Foreign Travel ||523787 ||626103 |
|Advance paid for Imports ||0 ||0 |
| ||For and on behalf of the Board |
| ||of Parnax Lab Limited |
| ||Director |
|14th August 2015 ||Prakash Mahasukhlal Shah |
|Mumbai ||(DIN 00440980) |