Your Directors are presenting herewith the 21st Annual Report together with the Auditedstatement of accounts for the financial year ended March 31 2015.
(Rs. In Lakhs)
|PRTICULARS ||AS AT 31.03.2015 ||AS AT 31.03.2014 |
|Sales & Other Income ||13447.85 ||16111.25 |
|PBID ||656.17 ||1207.81 |
|Interest ||792.31 ||808.89 |
|Depreciation ||141.36 ||95.34 |
|PBT ||(277.30) ||303.58 |
|PAT ||(241.40) ||159.41 |
PERFORMANCE AND BUSINESS REVIEW
During the year under review Company has achieved the turnover of Rs.13447.85 L andPBT of Rs. (277.50 L) as against Rs.15389.36 L and Rs.379.57 L respectively for thecorresponding previous year.
Your Directors do not recommend any dividend due to loss during the year under review.
TRANSFER TO RESERVES:
There has been no transfer to reserves out of the amount available for appropriation.
CHANGE IN THE NATURE OF BUSINESS:
There is no Change in the nature of the business of the Company during the year underreview.
DETAILS OFSUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:
There are no Subsidiary/Joint Ventures/Associate Companies.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186:
There are no loans guarantees or investments as specified under Section 186 of theCompanies Act 2013.
RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were anarms length basis and were inthe ordinary course of business. There are nomaterially significant related party transactions made by the Company with PromotersDirectors or Key Managerial Personnel which may have a potential conflict with theinterest of the Company at large. All Related Party Transactions are placed before theAudit Committee as also the Board for approval. The transactions entered into pursuant tothe prior approval so granted are audited and a statement giving details of all relatedparty transactions is placed before the Audit Committee and the Board of Directors fortheir approval on a quarterly basis. The Company has developed a Related PartyTransactions Policy for purpose of identification and monitoring of such transactions.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in Form MGT- 9 inaccordance with Section 92(3) of the Companies Act 2013 read with the Companies(Management and Administration) Rules 2014 are set out herewith as "Annexure-A"to this Report.
CORPORATE SOCIAL RESPONSIBILITY:
The provisions of Section 135 in respect of Corporate Social Responsibility (CSR) arenot applicable to your Company during the year under review.
MANAGEMENT DISCUSSION AND ANALYSIS:
Indian pharma industry is poised to expansion and growth. High economic growth fasterurbanization resulting in lifestyle diseases better healthcare facilities &healthcare insurance plans increased government expenditures on healthcare are some ofthe growth drivers of Indian pharma industry.
Analysis of India Pharma Industry
Increasing awareness about health insurance
Growth of Tier II & Tier III cities
Increased expenditures by Government
Stiff competitions from developing economics
Over the past few years Sanjivani has steadily increasing its presence globally. In theyears to come Sanjivani intends to maintain its growth momentum through strengthening itsexisting products portfolio and new products launches.
Company has implemented an integrated risk management approach through which it reviewsand assesses significant risk on a regular basis to help ensure that there is a robustsystem of risk controls and mitigation in place.
INTERNAL CONTROL SYSTEM
The Company's internal control system is designed and framed to ensure day to dayeffective and efficient operations and compliance of laws and regulations. An alertinternal audit group monitors the systems and processes. The prime objective of this auditis to test the adequacy and effectiveness of all internal control systems and suggestimprovements. Significant issues are brought to the attention of the audit committee forperiodical review.
In any organization communication with employee is a key determinant factor of successyour company believes that employees are the most valued assets for success and growth ofthe Company. Your Company had implemented internet network for communication betweenmanagement and employees for enhanced accessibility and transparency. Company has alsoinitiated many morale building programs to strengthen their selfbelief which furtherbenefits the Company.
During the financial year 2014-15 your Company has not accepted any deposit within themeaning of Sections 73 and 74 of the Companies Act 2013 read together with the Companies(Acceptance of Deposits) Rules 2014.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
During the financial year 2014-15 Mrs. Mrunmai Sarvankar was appointed asAdditional/Non Executive Independent Director of your Company at the meeting of the Boardof Directors.
Mrs. Mrunmai Sarvankar holds office as Additional Director upto the ensuing AnnualGeneral Meeting and being eligible has offered herself for reappointment. Appropriateresolution for her re-appointment is being placed for your approval at the ensuing AGM.Your Directors recommend her appointment as Independent/Non-Executive Director of yourCompany.
Details of Directors seeking appointment/reappointment at the forthcoming AnnualGeneral Meeting as required under clause 49 of the Listing Agreement are annexed to theNotice convening the Annual General Meeting and forms part of the Annual Report.
Annual Evaluation of Board's Performance:
In terms of the provisions of the Companies Act 2013 read with Rules issued thereunderand Clause 49 of the Listing Agreement the Board of Directors on recommendation of theNomination and Remuneration Committee have evaluated the effectiveness of theBoard/Director(s) for the financial year 2014-15.
DECLARATION OF INDEPENDENCE:
Your Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed under the provisions ofCompanies Act 2013 read with the Schedules and Rules issued thereunder as well as Clause49 of the Listing Agreement.
NUMBER OF MEETINGS OF THE BOARD AND AUDIT COMMITTEE:
The details of the number of Board and Audit Committee meetings of your Company are setout in the Corporate Governance Report which forms part of this Report.
WHISTLE BLOWER POLICY:
The Company has a whistle blower policy to report genuine concerns or grievances.
Company established a vigil mechanism pursuant to the provisions of section 177(9)& (10) of the Companies Act 2013 and as per Clause 49 of the Listing Agreement fortheir directors and employees to report their genuine concerns or grievances. which alsoincorporates a whistle blower policy in terms of the Listing Agreement includes an Ethics& Compliance Task Force comprising senior executives of the Company. Protecteddisclosures can be made by a whistle blower through an e-mail or dedicated telephone lineor a letter to the member of Audit Committee or to the Chairman of the Audit Committee.
STATEMENT OF DIRECTORS' RESPONSIBILITY
Pursuant to Section 134(3) (c) of the Companies Act 2013 the Directors confirm that:
(a) in the preparation of the annual accounts for the financial year ended 31st March2015 the applicable accounting standards and Schedule III of the Companies Act 2013have been followed and there are no material departures from the same;
(b) the Directors have 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 your Company as at 31st March 2015 and of the profitand loss of the Company for the financial year ended 31st March 2015;
(c) proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
(d) the annual accounts have been prepared on a 'going concern' basis;
(e) proper internal financial controls laid down by the Directors were followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
(f) proper systems to ensure compliance with the provisions of all applicable laws werein place and that such systems were adequate and operating effectively.
In compliance with the provisions of Clause 49 of the Listing Agreement a separatereport on Corporate Governance along with a certificate from the Auditors on itscompliance forms an integral part of this Report.
AUDITORS AND AUDITORS' REPORT:
M/s. Milind Mehta & Co. Chartered Accountants who retire at the ensuing AGM ofyour Company are eligible for reappointment. Your Company has received written consent anda certificate stating that they satisfy the criteria provided under Section 141 of theCompanies Act 2013 read with the Companies (Audit and Auditors) Rules 2014 and that theappointment if made shall be in accordance with the applicable provisions of theCompanies Act 2013 and rules issued thereunder.The Audit Committee and the Board ofDirectors recommend the appointment of M/s. Milind Mehta & Co. Chartered Accountantsas the Auditors of your Company for the financial year 2015-16 till the conclusion of thenext AGM. The Auditors' Report for the financial year 2014-15 does not contain anyqualification reservation or adverse remark.
Pursuant to the provisions of the Companies Act 2013 the Board of Directors haveappointed M/s Chetan Gandhi & Associates Cost Accountants as Cost Auditors for thefinancial year ending March 312015 at a remuneration decided by the Board of Directors onrecommendation of Audit Committee. Necessary resolution seeking the ratification byshareholders of the Company has been proposed in the notice convening Twenty-first AnnualGeneral Meeting.
Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 your Companyhas appointed Mr. Dinesh Kumar Deora Practicing Company Secretary to conduct theSecretarial Audit of your Company. The Secretarial Audit Report is annexed herewith as "Annexure- B" to this Report. As regards qualification in the Secretarial Audit Reportrelating to non appointment of Company Secretary and CFO the Board is in the process ofappointing suitable candidates for the same and appointments will be done in due course.
DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL ANDPARTICULARS OF EMPLOYEES:
The Company does not have any employee of the category specified Section 197 of theCompanies Act 2013 read with Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.
SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS:
There are no significant/material orders passed by the Regulators or Courts orTribunals impacting the going concern status of your Company and its operations in future.
a) Your Company has not issued equity shares with differential rights as to dividendvoting or otherwise; and
b) Your Company does not have any ESOP scheme for its employees/Directors.
A. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:
Additional information as required in terms of the provisions of Section 134 of theCompanies Act 2013 read with the Companies (Accounts) Rules2014 in respect to abovematters is given below:
|Power and Fuel Consumption ||2014-15 ||2013-14 |
|1.Gas and Electricity || || |
|a) (1) Gas ||- ||- |
|Quantity (Kgs) ||- ||- |
|Total Amt. (Rs) ||- ||- |
|Average Rate/Unit ||- ||- |
|(2) Electricity || || |
|Unit ||748871 ||771099 |
|Total Amt. (Rs) ||5763330 ||5805798 |
|Average Rate/Unit ||7.696 ||7.529 |
|b) Own Generation ||- ||- |
|2. Coal ||- ||- |
|3. Furnace Oil LSHS & L.D. Oil || || |
|Quantity (Ltrs) ||35277 ||38136 |
|Total Amt. (Rs) ||2114101 ||2685540 |
|Average Rate/Unit ||59.92 ||70.42 |
|4. Other/Internal Generation ||- ||- |
B. RESEARCH & DEVELOPMENT:
The Company has no specific Research & Development (R&D) Department. Howeverthe Company is outsourcing the R&D work for the development of new monocular and alsohas a in-house Quality Control Department to check the quality of different productsmanufactured.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO:
Total Foreign exchange used and Earned:
|For the year ||2014-15 ||2013-14 |
|Used ||30723678 ||41091771 |
|Earned ||122592343 ||241877933 |
Your Board of Director is grateful to the Companys Shareholders BankersGovernment Authorities Customers Suppliers Distributors and Business Associates fortheir continued and valued support. The Directors also wish to place on record theirappreciation to Companys personnel at all levels for the contribution made by themtowards the working of your Company.
| ||For and on behalf of the Board of Directors |
| ||Ashwani Khemka |
|Place : Mumbai ||Chairman |
|Dated : August 14 2015 || |
Annexure - A to Directors Report
Form No. MGT-9
EXTRACT OF ANNUAL RETURN
As on the Financial Year ended on 31st March 2015
[Pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of the Companies(Management and Administration) Rules 2014]
I. REGISTRATION AND OTHER DETAILS:
|i CIN:- ||L24300MH1994PLC081752 |
|ii Registration Date ||5th October 1994 |
|iii Name of the Company ||SANJIVANI PARANTERAL LIMITED |
|iv Category/Sub-Category of the Company ||Public Company Limited by shares |
|v Address of the Registered Office and contact details ||205 PN KOTHARI INDUSTRIAL ESTATE |
| ||L B S MARG BHANDUP (W) |
| ||MUMBAI-400078 |
| ||Tel No. 67290900 |
|vi Whether Listed Company(Yes/NO) ||YES |
|vii Name Address and Contact details of Registrar and Transfer Agent if any ||Link Intime India Private Limited |
| ||C-13 Pannalal Compound |
| ||L B S Marg Bhandup (West) |
| ||Mumbai - 400078 |
| ||Tel 022-25983838 |
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
All the business activities contributing 10% or more of the total turnover of thecompany shall be Stated:-
|Sr. No. ||Name and Description of Main products/Services ||NIC Code of the Product/ Service ||% to total turnover of the company |
|1. ||Pharmaceutical Products ||21002 ||100% |
III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES-
|Sr. Name and Address of No. the Company ||CIN/GLN ||Holding/ Subsidiary/Associate ||% of Shares held ||Applicable Section |
|Not Applicable || || || || |
The Company doesnot have any Subsidiary/Subsidiaries/Holding/Associate Companies withinthe meaning of Companies Act 2013.
Annexure - B to Directors Report - Secretarial Audit Report
[Pursuant to Section 204(1) of the Companies Act 2013 and Rule No. 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]
FOR THE FINANCIAL YEAR ENDED MARCH 31 2015
SANJIVANI PARANTERAL LIMITED
205 P.N. Kothari Industrial Estate
LBS Marg Bhandup (West)
I have conducted the Secretarial Audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by M/s Sanjivani ParanteralLimited (hereinafter called "the Company"). Secretarial Audit was conducted in amanner that provided me a reasonable basis for evaluating the corporate conducts/statutorycompliances and expressing my opinion thereon.
Based on my verification of Sanjivani Paranteral Limited's books papers minute booksforms and returns filed and other records maintained by the Company and also theinformation provided by the Company its officers agents and authorized representativesduring the conduct of secretarial audit I hereby report that in my opinion the Companyhas during the audit period covering the financial year ended March 312015 compliedwith the statutory provisions listed hereunder and also that the Company has properBoard-processes and compliance mechanism in place to the extent in the manner and subjectto the reporting made hereinafter:
I have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on March 312015 accordingto the provisions of:
1 The Companies Act 2013 (the Act) and the rules made thereunder;
2 The Securities Contracts (Regulation) Act 1956 ('SCRA') and the rules madethereunder;
3 The Depositories Act 1996 and the Regulations and bye-laws framed thereunder;
4 The provisions of Foreign Exchange Management Act 1999 and the rules and regulationsmade thereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial borrowings were not applicable to the Company during the financialyear under report;
5 The following Regulations and Guidelines prescribed under the Securities and ExchangeBoard of India Act 1992 ('SEBI Act'):-
a. The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;
b The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;
6 Provisions of the following Regulations and Guidelines prescribed under theSecurities and Exchange Board of India Act1992 ('SEBI Act') were not applicable to theCompany during the financial year under report:-
a. The Securities and Exchange Board of India (Issue of Capital and Disclosurerequirements)Regulations 2009;
b The Securities and Exchange Board of India (Employee Stock Option Scheme andemployeeStock Purchase Scheme) Guidelines 1999;
c. The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations2008;
d. The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;
e. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations2009; and
f. The Securities and Exchange Board of India (Buyback of Securities) Regulations1998;
I have relied on the representation made by the Company and its Officers for systemsand mechanism formed by the Company for compliances under other applicable Acts Laws andRegulations to the Company. The following are the major head/groups of Acts Laws andRegulations as applicable to the Company.
7 Factories Act 1960.
8. Labour Laws and other incidental laws related to labour and employees appointed bythe Company either on its payroll or on contractual basis related to Salary & WagesBonus Gratuity Provident Fund ESIC Compensation and Benefits etc.
9 Labour Welfare Act of the Central and respective states.
10 Acts related to Pharmaceutical industry like Drugs and Cosmetics Act 1940 NarcoticDrugs and Psychotropic Substances Act 1985 Food Safety And Standard Act 2006Insecticides Act 1968 Biological Diversity Act 2002 Drugs and Magic Remedies(Objectionable Advertisement) Act 1954.
II Acts prescribed under Direct Tax and Indirect Tax Laws by the Central and respectiveState Governments.
12 Land Revenue Laws of respective states.
13 Local laws as applicable to various offices and Premises of the Company.
14 Indian Contract Act 1872
15 Indian Stamp Act 1999
16 Industrial Dispute Act 1947
17 Negotiable Instruments Act 1881
I have also examined compliance with the applicable clauses of the following:
1 Secretarial Standards issued by The Institute of Company Secretaries of India (Notnotified during the Audit Period and hence not applicable).
2 The Listing Agreements entered into by the Company with BSE Limited
During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above except the following.
The Company has failed to appoint Chief Financial Officer and Company Secretary KeyManagerial Personnel(s) within the definition of Section 2(51) of the Companies Act2013 thus violating Section 203 of the Companies Act2013 which requires the Company tohave Chief Financial Officer and Company Secretary as Whole Time Key Managerial Personnel.
I 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 provisions of the Act.
Adequate notice is given to all Directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.
Majority decision is carried through while the dissenting members' views are capturedand recorded as part of the minutes.
I 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.
I report further that during the audit period there were no other events/actions inpursuance of the above referred laws rules regulations guidelines etc. having a majorbearing on the Company's affairs.
DINESH KUMAR DEORA
PRACTISING COMPANY SECRETARY
FCS NO. 5683
C P NO. 4119