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Parnax Lab Ltd.

BSE: 506128 Sector: Health care
NSE: N.A. ISIN Code: INE383L01019
BSE 15:40 | 21 Feb 51.00 -3.05
(-5.64%)
OPEN

53.55

HIGH

56.90

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50.55

NSE 05:30 | 01 Jan Parnax Lab Ltd
OPEN 53.55
PREVIOUS CLOSE 54.05
VOLUME 16272
52-Week high 78.00
52-Week low 39.80
P/E
Mkt Cap.(Rs cr) 43
Buy Price 51.00
Buy Qty 805.00
Sell Price 0.00
Sell Qty 0.00
OPEN 53.55
CLOSE 54.05
VOLUME 16272
52-Week high 78.00
52-Week low 39.80
P/E
Mkt Cap.(Rs cr) 43
Buy Price 51.00
Buy Qty 805.00
Sell Price 0.00
Sell Qty 0.00

Parnax Lab Ltd. (PARNAXLAB) - Director Report

Company director report

To

The members of Parnax Lab Limited.

Your Directors have pleasure in presenting the 35th Annual Report together with theAudited Financial Statements for the year ended on 31st March 2017.

1. FINANCIAL RESULTS:

(Standalone basis)

Amount in Rs.
Particulars For the year ended on 31 March 2017 For the year ended on 31 March 2016
Revenue from Operations 52790328.47 72283447.53
Profit /(Loss) before Depreciation and Tax (5324564.18) (8312446.10)
Less: Depreciation 5252783.00 5951487.00
Tax Expenses (2932854.00) (4115036.18)
Net Profit /(Loss) for the year (7644498.18) (10148896.92)
Add. Profit & Loss A/c Bal of Previous year (32663860.36) (22514963.44)
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 31.03.2017. (40308358.53) (32663860.36)

2. STATEMENT OF COMPANY'S AFFAIRS:

During the year the net income from operations on standalone basis declined from 722.83lacs to 527.90 lacs. The loss for the year reduced form Rs.101.49 lacs in last year toRs.76.44 lacs in the current year. The Company is hopeful to improve the result in comingyears.

3. DIVIDEND:

The Board recommended no dividend shall be declared for the Financial Year ended on 31March 2017.

4. TRANSFER TO RESERVES:

The Company has not transferred amount to any reserve.

5. PARTICULARS OF REMUNERATION:

In terms of provision of section 197 (12) of the Companies Act 2013 and Rule 5(2) ofCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 a statementshowing have been provided in Annexure VII however as there are no employeesdrawing remuneration in excess of the prescribed limits. The information as required thenames and other particulars of employees drawing remuneration in excess of the limits setout in the said Rules forms part of the Report However having regard to the provisions ofthe first proviso to Section 136(1) of the Companies Act 2013 the Annual Reportincluding the aforesaid information is being sent to the Members of the Company.

7. SUBSIDIARY COMPANY:

The Company has one Subsidiary Company as on March 31 2017 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 set Report in Annexure IV to this Report.

8. DEPOSITS:

During the Financial Year 2016-17 The Company has not accepted any public depositcovered under Section 76 of the Companies Act 2013.

9. CORPORATE SOCIAL RESPONSIBILITY:

The Company is not required to constitute a Corporate Social Responsibility Committeeas it does not fall within purview of Section 135 of the Companies Act 2013 and hence itis not required to formulate policy on corporate social responsibility.

10. DISCLOSURE REQUIREMENTS

Details of programmes for familiarization of Independent Directors with the Company areavailable on the website of the Company at the link:www.naxparlab.com

Policy on dealing with related party transactions is available on the website of theCompany at the link:www.naxparlab.com

The Company has formulated and disseminated a Whistle Blower Policy to provide vigilmechanism for employees and Directors of the Company to report genuine concerns that couldhave serious impact on the operations and performance of the business of the Company. ThisPolicy is in compliance with the provisions of Section 177(9) of the Companies Act 2013and Regulation 4(d)(iv) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. Policy on Whistle Blower is available on the website of the Company atthe link :www.naxparlab.com

11. 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.

12. BOARD OF DIRECTORS:

During the year 2016-17Mr. Prakash M Shah (having DIN-00440980) was appointed as aChairman of the Company and Mr. Baiju M Shah (having DIN 00440806) is appointed as aManaging Director of the Company.

At the ensuing 35 (Thirty Fifth) Annual General Meeting of the Company the Director Mr.Prakash Shah (Having DIN 00440980) is liable to retire by rotation and being eligibleoffers themselves for re-appointment. Board recommends their re-appointment to the membersfor consideration in the ensuing 35 Annual General Meeting.

13. 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.

14. NUMBER OF MEETINGS OF THE BOARD:

Five Board Meetings were held during the year 2016-17 pursuant to Section 173 (1) ofCompanies Act 2013 on 30th May2016 12 August 2016 14 November 2016 5 December 2016 and13 March 2017. The further details regarding Board Meetings are given in the Board ofDirectors Section of Corporate Governance Report annexed to this Report.

15. MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis is presented as a separate section as AnnexureIII forming part of this Annual Report.

16. 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 31 March 2017 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 31March 2017 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.

17. DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS:

The Company has received necessary declarations from all the Independent Directorsunder Section 149(7) of the Act that they meet the criteria of independence laid down inSection 149(6) of the Act and Regulation 16 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

18. 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 onwww.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.

19. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

As on 31st March 2017 there was no outstanding balance or transactions with respect tothe Mutual Fund Investments.

The particulars of investment made under Section 186 of the Companies Act 2013 havebeen disclosed in the financial statements in Notes of the Financial Statement.

During the year the Company has not given loans or Guarantees covered under Section 186of Companies Act 2013.

20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the year 2016-17 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 V to this Report. Thepolicy on Related Party Transactions is available on Company's website- www.naxparlab.com.

21. 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. During the year the company has received thesummon seeking information from SEBI however the requisite reply was made except thisthere.

22. PERFORMANCE EVALUATION OF BOARD:

Pursuant to the provisions of the Companies Act 2013 and Regulation 17(10) andRegulation 25(4) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Board has carried out an annual evaluation of performance of itsown the Committees thereof and the Directors individually. At the meeting of the Boardall the relevant factors that are material for evaluating the performance of theCommittees and of the Board were discussed in detail.

A separate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution independence of judgment safeguarding the interest of theCompany and its minority shareholders etc. The performance evaluation of the IndependentDirectors was carried out by the entire Board except the independent director beingevaluated.

The performance evaluation of the Chairman and Non-Independent Directors was carriedout by the Independent Directors.

23. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Company's policy on Directors' appointment and remuneration and other mattersprovided in Section 178(3) of the Companies Act 2013 has been disclosed in the CorporateGovernance Report which forms part of the Annual Report.

24. CORPORATE GOVERNANCE:

The Company is committed towards maintaining the highest standards of CorporateGovernance and adhering to the Corporate Governance requirements as set out by Securitiesand Exchange Board of India. The Report on Corporate Governance as stipulated underregulation 34 (3) and Part C of schedule V of the SEBI (Listing Obligation and DisclosureRequirement) Regulation 2015 forms part of the Annual Report. The Certificate from thepracticing Company Secretary confirming compliance with the conditions of CorporateGovernance as stipulated under regulation 34 (3) and Part E of schedule V of the SEBI(Listing Obligation and Disclosure Requirement) Regulation 2015 is also published in thisAnnual Report as ANNEXURE -VI.

25. STATUTORY AUDITORS:

M/s Ladha Singhal & Associates (FRNNo: 120241W) be and hereby appointed as theStatutory Auditors of the Company hold office from the conclusion of forthcoming 35 AnnualGeneral Meeting of the Company until the conclusion of 39th Annual General Meeting. TheBoard has received necessary Certificate from Statutory Auditors and the Audit Committeehas recommended their appointment. Hence the Board hereby recommend to the members theappointment of Statutory Auditors in 35 Annual General Meeting of the Company subject tothe ratification of appointment by the members at respective Annual General Meetings.

26. COMMENTS ON AUDIT REPORTS:

There are no qualifications reservation or adverse remark or disclaimer made by M/sLadha Singhal & AssociatesChartered Accountants in audit report for the yearended on 31 March 2017.

The Statutory Auditors have not reported any incident of fraud to the Audit Committeeof the Company in the year under review.

27. 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 financialyear to 2017-2018 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.

28. SECRETARIAL AUDITORS& REPORT:

The Secretarial Audit Report of M/s. HS Associates Company Secretaries for theyear ended on 31stMarch 2017 is attached to this report as Annexure VIII. TheBoard has re-appointed M/s. HS Associates Company Secretaries as the SecretarialAuditors of the Company for the Secretarial Audit of the financial year ended on 31 March2018.

29. COMMITTEES OF THE BOARD:

The Board has constituted necessary Committees pursuant to the provisions of CompaniesAct 2013 rules framed thereunder and SEBI (Listing Obligations and DisclosureRequirements) Regulations2015 with Stock Exchanges. The Committees of the Board held bycompany are Audit Committee Stakeholders' Relationship Committee Nomination andRemuneration Committee. The details about Committee Meetings and its Compositions areincorporated in the Board of Directors section of Corporate Governance Report annexed tothis Report.

30. 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 Company's Code of Conduct or Ethics Policy.The detailed Vigil Mechanism Policy is available at Company's Website www.naxparlab.com.

31. POLICIES:

The Company seeks to Promote Highest levels of ethical standards in the normal businesstransaction guided by the value system. The SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 mandates formulation of certain policies for ListedCompanies. The Policies are reviewed periodically by the Board and are updated based onthe need and compliance as per the applicable laws and rules and amended from time totime. The policies are available on the website of the Company at www.naxparlab.com.

32. 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 2017 and theInternal Financial Controls are operating effectively.

33. 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.

34. ACKNOWLEDGEMENTS:

Your Company wishes to sincerely thank all the customers commercial banks financialinstitution creditors etc. for their continuing support and co-operation.

Your Directors express their appreciation for the dedicated and sincere servicesrendered by the employees of the company and also sincerely thank the shareholders for theconfidence reposed by them in the company and from the continued support and co-operationextended by them.

For and on behalf of the Board of Parnax Lab Limited
Sd/-
Date : 14 August 2017 Chairman Cum CEO
Prakash Mahasukhlal Shah
Place : Mumbai
(DIN 00440980)

ANNEXURE-I

Particulars of Energy Conservation Technology Absorption and Foreign Exchange Earningand Outgo required under the Companies (Accounts) Rules2014.

• 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 is 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.

TECHNOLOGY ABSORPTION:

The production technologies of the company pertain 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)
2016-17 2015-16
(a) Foreign Exchange Earnings 43528322 60061299
(b) Foreign Exchange Outgo:
Import of Capital Goods Nil Nil
Import of Raw Materials Nil Nil
Stores and Consumables Nil Nil
Expenses for Foreign Travel Nil 409599
Advance paid for Imports Nil Nil

 

For and on behalf of the Board of Parnax Lab Limited
Sd/-
Date : 14 August 2017 Chairman Cum CEO
Place : Mumbai Prakash Mahasukhlal Shah
(DIN 00440980)

ANNEXURE IV

FORM AOC-1

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 ofCompanies (Accounts) Rules 2014) Statement containing salient features of the financialstatement of subsidiaries/associate companies/joint ventures Part "A":Subsidiaries (Information in respect of each subsidiary to be presented with amounts inRs.)

Sr. No. Particulars Details
1. Name of the subsidiary Naxpar Pharma Private Limited
2. Reporting period for the subsidiary concerned if different from the holding company's reporting period No
3. Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries N.A.
4. Share capital 50000000/-
5. Reserves & surplus 254236167/-
6. Total assets 748111951/-
7. Total Liabilities 748111951/-
8. Investments 1886748/-
9. Turnover 902116263/-
10. Profit before taxation 56665189/-
11. Provision for taxation 13127557/-
12. Profit after taxation 43537632/-
13. Proposed Dividend NIL
14. % of shareholding -

Notes:

The following information shall be furnished at the end of the statement:

1. Names of subsidiaries which are yet to commence operations

2. Names of subsidiaries which have been liquidated or sold during the year.

For and on behalf of the Board
of Parnax Lab Limited
Sd/-
Date:14 August 2017 Chairman Cum CEO
Place: Mumbai Prakash Mahasukhlal Shah

ANNEXURE V

FORM AOC - 2-:

Form for disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in subsection (1) of section 188 of the CompaniesAct 2013 including certain arm's length transactions under third proviso thereto:

1. DETAILS OF CONTRACTS OR ARRANGEMENTS OR TRASNSACTIONS NOT AT ARM'S LENGTHBASIS WITH RELATED PARTIES:

The Company has not entered into any contract or arrangement or transaction with itsrelated parties which not at arm's length during financial year 2016-17

2. DETAILS OF CONTRACTS OR ARRANGEMENTS OR TRASNSACTIONS AT ARM'S LENGTH BASISWITH RELATED PARTIES:

The below mentioned entities are the related parties where the Directors of the Companyholds Directorship Partnership Membership control or interests so these entities areconsidered as related entities of the Company. The below mentioned values are the value ofthe transaction amounts paid or payable for the year ended on 31 March 2017

Sr. No. Name of the Related Parties. Nature of Contract/ arrangement/ transactions Duration of Contract/ arrangement/ transactions Salient terms of the contract or arrangements or transactions including the value if any Date(s) of Approval by the Board if any Amount Paid as Advance if any.
1. Naxpar Pharma Pvt. Ltd. Sales of Materials 01 April to 31 March 2017 As per Sales orders placed from time to time. Nil
2. Nithyasha Healthcare Pvt. Ltd. Sales of Materials 01 April to 31 March 2017 As per Sales orders placed from time to time. Refer to note below Nil
3. Naxpar Pharma Pvt. Ltd. Purchases of Materials 01 April to 31 March 2017 As per Purchase orders placed from time to time. Nil
4. Mr. Binoy .B. Shah Salary paid 01 April to 31 March 2017 As Salary paid. Nil

Note: Approval of the Audit Committee / Board of Directors has been obtained from timeto time

For and on behalf of the Board
of Parnax Lab Limited
Sd/-
Date:14 August 2017 Chairman Cum CEO
Place: Mumbai Prakash Mahasukhlal Shah