REPORT OF DIRECTORS:
To the Members
Your directors have pleasure in presenting their Twenty Second Annual Reporttogether With Audited Statement of Accounts of the Company for the year ended 31 March2016.
The Working results of the Company are as under:
| || ||Rs. in Lacs |
|PARTICULARS ||31.03.2016 ||31.03.2015 |
|TURNOVER ||1036.59 ||893.40 |
|OTHER INCOME ||7.74 ||9.31 |
|TOTAL INCOME ||1044.33 ||902.71 |
|PROFIT BEFORE DEPRECATION AND TAXATION ||34.17 ||26.75 |
|LESS : DEPRECATION ||8.44 ||9.40 |
|PROFIT/LOSS BEFORE TAX ||25.73 ||17.38 |
|LESS : PROVISION FOR TAXATION ||NIL ||NIL |
|PROFIT FOR THE YEAR ||25.73 ||17.38 |
|BALANCE AS PER LAST BALANCE SHEET ||(428.47) ||(445.85) |
|TOTAL PROFIT/LOSS ||(402.74) ||(428.47) |
BUSINESS OPERATIONS & PROSPECTS:
During the year under review your company has sales turnover of Rs.10.36 Cr (in respectof its existing activities) with increase of 16% over the previous year. Profit before taxincrease by about 45% over previous year to Rs.25.73 Lacs.
In view of the need to conserve the resources of the Company the Directors of theCompany do not recommend dividend for the year.
CHANGE IN NATURE OF BUSINESS:
There is no change in the nature if business during the year.
The paid-up equity share capital as on 31 March 2016 was Rs. 44805000/-. There wasno public issue right issue bonus issue or preferential issue etc. during the year. Thecompany has not issued shares with differential voting rights sweat equity shares nor hasit granted any stock options.
NUMBER OF MEETING OF BOARD OF DIRECTORS:
The board of Directors duly met 6 times in a year and in respect of these meetingsproper notices were given and the proceedings were properly recorded in the minute's bookof the company maintained for this purpose under the Companies Act 2013.
SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:
The company has no any subsidiary joint venture or associate companies.
DISCLOSURE BY INDEPENDENT DIRECTOR IN THE BOARD REPORT U/S 149 (10):
The board of the company consist of 6 Directors out of which three are independentDirectors one Managing Director and one whole Time Director.
All independent Directors have given declarations that they meet the criteria ofIndependence as laid down under Section 149 of the Companies Act 2013 and SEBI(ListingObligations and Disclosure Requirements) Regulation2015 which has been relied on by thecompany and placed at the Board Meeting of the company held on 30 May 2016.
MANAGEMENT DISCUSSION & ANALYSIS REPORT:
A separate report of Management Discussion and Analysis is attached as a part of theAnnual report.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith.
Your Company has continued manufacturing agreement with Reckit Benckiser India Ltd.for sales of Isabgol Husk based product 'Fybogel' Abbott Healthcare Pvt. Ltd. for salesof 'FABOLITE' Karnataka Antibiotics & Pharmaceuticals Ltd for sale of 'Husky' BAPSHerbal Care for sale of 'Easylax Powder' Rhine Biogenics Pvt. Ltd for sale of 'Trugol SFPowder' and Kinedex Healthcare Pvt Ltd. for sale of Laxovel Group of product. Your Companyhas also continued manufacturing agreement with Karnataka Antibiotics &Pharmaceuticals Limited for sale of Isabgol Husk based product on third party contractmanufacturing.
During the period under review your company exported Rs. 25925834 (US$ 396657).The Company continued its focus on development of Export Markets for for Fibron SFPowder Albendazole Bolus and Fibermate (Isabgol based formulations) to supplement thepresent low domestic demand situation.
The report on the Corporate Governance code along with a certificate from the Auditorsof the Company regarding the Management Discussion and Analysis Report are annexed to thisreport.
DIRECTOR'S RESPONSIBILITY STATEMENT:
The Directors confirm:
1. In the preparation of the annual accounts the applicable accounting standards hadbeen followed.
2. The Directors have selected such accounting policies and applied them consistentlyand made judgment and estimates that are reasonable and prudent so as to give a true andfair view of the state of affair of the Company at the end of financial year and of theprofit of the Company for that period.
3. The directors had taken proper and sufficient care 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.
4. The company has prepared the attach annual statement for the year ended 31 March2016 a going concern basis.
5. The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and
6. There is proper system to ensure compliance with the provisions of all applicablelaws and that such systems are adequate and operating effectively.
Your Company has entered into agreement with National Securities Depository Limited(NSDL) and Central Depository Services (India) Limited (CDSL) to enable members to holdshares in Dematerialized form.
Your Company has paid Listing Fee for the year 2016-17 at Bombay Stock Exchange Ltd.The Company has already completed the procedure for De-Listing of Share from AhmedabadStock Exchange Limited as per amended SEBI Guideline and awaiting approval the ASE.
Industrial relations remained cordial throughout the year. Your Directors place onrecord their deep appreciation of the contribution made by the employees at all levels.
The company has not invited or accepted any Deposits within the meaning of Section 73of the Companies Act 2013 and the rules made there under.
LOANS GUARANTEE AND INVESTMENTS:
Pursuant to the Provision of Section 186(4) of the Companies Act 2013 requiringdisclosure in the financial statements of the full particulars of the loan giveninvestment made or guarantee given or security provided directly or indirectly to anyperson (other than to employees under contractual obligations) or to other body corporate.The company does not make any investment in securities or give guarantee to any other bodycorporate. Further the company has not give any loan to others during the year endedMarch 31 2016.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS OF THE COMPANY:
There are no significant and/or material orders passed by the Regulators or Courts ofTribunals impacting the going concern status of the Company.
The Audit committee of the Comprises of Mr. Mayankkumar S. Patel Mr. Chandrakant V.Modh (up to 25.09.2015) Mr. Jitendra P. Limbachiya (w.e.f. 08.01.2016) and Mr. Hasmukh S.Chavda as Members. The members of the Audit Committee duly met 5 times in year.
The details of terms of reference of the Audit Committee number and dates of meetingsheld attendance of the Directors and remuneration paid to them are given separately inthe attached Corporate Governance Report.
REMUNERATION AND NOMINATION COMMITTEE:
The Remuneration and Nomination committee of the Comprises of Mr. Mayankkumar S. PateMr. Chandrakant V. Modh (up to 25.09.2015) l Mr. Jitendra P. Limbachiya (w.e.f.08.01.2016) and Mr. Hasmukh S. Chavda as Members. The members of the Remuneration andNomination committee duly met 6 times in year.
The details of terms of reference of the Remuneration and Nomination Committee numberand dates of meetings held attendance of the Directors and remuneration paid to them aregiven separately in the attached Corporate Governance Report.
STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Stakeholders Relationship Committee of the Comprises of Mrs. Krutiben M. Patel Mr.Hasmukh S. Chavda and Mr. Chetankumar O. Thakker as Members. The members of theStakeholders Relationship Committee duly met 4 times in year.
The details of terms of reference of the Stakeholders Relationship Committee numberand dates of meetings held attendance of the Directors and remuneration paid to them aregiven separately in the attached Corporate Governance Report.
DIRECTORATE AND KEY MANAGERIAL PERSONNEL:
Mr. Chetan O. Thakker will be retiring at the ensuring Annual General Meeting andbeing eligible offers himself for being re-appointment.
The Remuneration and Nomination Committee in their meeting held on 1 January2016recommended the appointment of Mr. Jitendra P. Limbachiya as a Non-executive AdditionalDirector of the Company as Independent Director of the Company w.e.f 8 January2016 TheBoard has approved the appointment of Mr. Jitendra P. Limbachiya as Independent Directorof the Company subject to approval of the members. Resolution pertaining to hisappointment as Independent Director is set out Item No. 4 of the Notice of the forthcomingAnnual General Meeting.
Mr. Chandrakant V. Modh has resigned w.e.f 25.09.2015 and Board wishes to place onrecord its appreciation for the contribution by him during his tenure as IndependentDirector of the Company.
During the year 2015-2016 under review Company has appointed Mr. Ganpath B. Prajapatias Chief Financial Officer of the Company.
There are no employees covered Under Section 197 of the Companies Act 2013 read withCompanies (Particulars of Employees) Rules 1975 and hence no information is required tothis report.
INTERNAL CONTROL AND ITS ADEQUACY:
The company has adequate internal controls and processes in place with respect to itsfinancial statements which provides reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements. These controls andprocesses are driven through various policies procedures and certifications. Theprocesses and controls are reviewed periodically. The company has a mechanism of testingthe controls at regular intervals for their design and operating effectiveness toascertain the reliability and authenticity of financial information.
CORPORATE SOCIAL RESPONSIBILITY(CSR):
Since the Company's net worth does not exceed Rs. 500 crores or Company's turnover doesnot exceed Rs.1000 crore or the Company's net profit does not exceed Rs. 5 crore for anyfinancial year the provisions of section 135 of the Companies Act2013 are not applicableto the Company.
PARTICULARS OF CONSERVATION OF ENERGY ETC.:
Particulars with respect to Conservation of Energy as per Section 134 of the CompaniesAct 2013 read with the (Disclosures of particulars the Report of Board of Directors)Rules 1988 and forming part of the Directors.
M/s. Kantilal Manilal Shah & Co. (Chartered Accountants) Auditors of the companyretire by rotation at the ensuring Annual General Meeting and being eligible offerthemselves for re-appointment.
COST AUDITORS & COST AUDIT REPORT:
Pursuant to the directives of the Central Government under the provisions of Section148(3) of the Companies Act 2013the appointment of Cost Auditors is not applicable tothe Company.
Pursuant to the provision of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company with theapproval of its Board appointed M/s. Ajay Parikh & Associates a firm of CompanySecretaries in practice to undertake the Secretarial Audit of the company for thefinancial year ended March 31 2016. The Secretarial Audit Report is annexed herewith asannexure. The Secretarial Auditors in their Secretarial Audit Report/in the Annexure totheir Audit Report have not provided with any qualification except following observations:
(a) The Company has not appointed Company Secretary as required under section203(1)(ii) of the Companies Act2013.
Explanation: Company will be filling up such vacancy within six months from the date ofsuch vacancy subject to availability of qualified personnel as Company's Regd.Office/Corporate Office is situated in remote place of Gujarat.
EXPLANATION OR COMMENTS BY THE BOARD FOR KEY MANAGERIAL PERSONNEL:
Key Managerial Personnel CS : The Board has firmly assured under section 203(1)(ii) ofCompanies Act 2013 that the Board of Directors are trying to appoint Company Secretarybut they could not find any suitable candidate for the same as the company is situated atremote area in between Unjha and Sidhpur highway.
RESERVATION AND QUALIFICATION ON AUDITOR REPORT:
There are no qualifications or adverse remarks in the Auditors' Report which requireany clarification/ explanation. The notes on financial statements are self-explanatoryand needs no further explanation.
Further the Auditor's Report for the Financial year ended 31 March 2016 is annexedherewith for your kind perusal and information.
RELATED PARTY TRANSACTIONS:
All the related party transactions are entered on arm's length basis and are incompliance with the applicable provisions of section 188 of the Companies Act 2013. Thereare no materially significant related party transactions made by the company withpromoters Directors or key Managerial Personnel etc. which may have potential conflictwith the interest of the company at large.
The details of the transactions with Related Party are provided in the accompanyingfinancial statements in Form AOC-2 enclosed as Annexure D.
The Company has put in place adequate effective system and man power for the purposesof risk Management by formulating risk management policy of the Company.
All the properties of the Company including Building Plant & Machinery Stock andStores have been adequately insured.
CASH FLOW STATEMENT:
As required by amended Clause 32 of the Listing Agreement a Cash Flow Statement isappended.
FORMAL ANNUAL EVALUATION:
The Company has devised a policy for performance evaluation of Independent directorsBoard Committees & individual directors which includes criteria for performanceevaluation of executive directors & non-executive directors. Board of directors haveexpressed their satisfaction with the evaluation process.
DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:
The Company has formulated a Policy to establish a vigil mechanism for Directors andemployees of the Company to report concerns about unethical behavior actual or suspectedfraud or violation of the company's code of conduct.
Your Directors express their sincere thanks for the co-operation and assistancereceived from Dena Bank. Your Directors also express their gratitude to the investorsEmployees Agents Dealers and Consumers of the Company for their valuable support andcontinued confidence report in the company.
| ||By order of the Board |
|PLACE: Sidhpur ||Mayank S. Patel |
|DATE: 30.05.2016 ||(CHAIRMAN) |