To the Members
Your directors have pleasure in presenting their Twenty Third Annual Report togetherWith Audited Statement of Accounts of the Company for the year ended 31st March 2017.
The Working results of the Company are as under:
Rs. in Lacs
|PARTICULARS ||31.03.2017 ||31.03.2016 |
|TURNOVER ||1224.09 ||1036.59 |
|OTHER INCOME ||10.64 ||7.74 |
|TOTAL INCOME ||1234.73 ||1044.33 |
|PROFIT BEFORE DEPRECATION AND ||38.38 ||34.17 |
|TAXATION || || |
|LESS: DEPRECATION ||8.83 ||8.44 |
|PROFIT/LOSS BEFORE TAX ||29.55 ||25.73 |
|LESS: PROVISION FOR TAXATION ||NIL ||NIL |
|PROFIT FOR THE YEAR ||29.55 ||25.73 |
|BALANCE AS PER LAST BALANCE SHEET ||(402.74) ||(428.47) |
|TOTAL PROFIT/LOSS ||(373.19) ||(402.74) |
BUSINESS OPERATIONS & PROSPECTS:
During the year under review your company has sales turnover of Rs.12.24 Cr. (inrespect of its existing activities) with increase of 18% over the previous year. Profitbefore tax increase by about 15% over previous year to Rs. 29.55 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 of business during the year.
The paid-up equity share capital as on 31st March 2017 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 minutesbook of 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 30th May 2017.
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 Nicolas Piramal India Ltd.for sales of FABOLITE Karnataka Antibiotics & Pharmaceuticals for saleof Husky BAPS Herbal
Care for sale of Easylax Powder Rhine Biogenics Pvt. Ltd for sale ofTrugol SF Powder andKinedex Healthcare Pvt Ltd. for sale of Laxovel Group ofproduct. Your Company has also continued manufacturing agreement with KarnatakaAntibiotics & Pharmaceuticals Limited for sale of Isabgol Husk based product on thirdparty contract manufacturing.
During the period under review your company exported Rs.23086543.68 (US$ 341749.5).TheCompany continued its focus on development of Export Markets for Albendazole BolusFibron SF Powder 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
DIRECTORS 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 31st March2017 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 2017-18 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 2017.
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. Jitendra P.Limbachiya and Mr. Hasmukh S. Chavda as Members. The members of the Audit Committee dulymet 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. Pateland Mr. Jitendra P. Limbachiya as Members. The members of the Remuneration and Nominationcommittee duly met 5 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 5 times in year. The details of terms ofreference of the Stakeholders Relationship Committee number and dates of meetings heldattendance of the Directors and remuneration paid to them are given separately in theattached Corporate Governance Report.
DIRECTORATE AND KEY MANAGERIAL PERSONNEL:
Shri Jashodaben S. Patel will be retiring at the ensuring Annual General Meetingand being eligible offers himself for being re-appointment.
Shri Hasmukh S. Chavda will be retiring at the ensuring Annual General Meeting andbeing eligible offers himself for being re-appointment.
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 Companys net worth does not exceed Rs.500 crores or Companysturnover does not exceed Rs.1000 crore or the Companys net profit does not exceedRs.5 crore for any financial year the provisions of section 135 of the Companies Act2013are not applicable to 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. Auditors of the Company have submitted theirIndependent Auditors Report on the financial Statements of the Company for the year ended31st March2017 and they have made no qualification reservacion or adverse remark intheir report.
M/s. Kantilal Manilal Shah & Co. (Chartered Accountants) Auditors of the Companywere appointed Auditors for two consecutive terms and pursuant to section 139 of theCompanies Act2013 they are not eligible for re-appointment as Auditors at the ensuingAnnual General Meeting. On the recommendation of the Audit Committee the Board ofDirectoes have selected and recommend M/s. Milind Shah & Company Chartered Accounts to be the Auditors of the Company for next five years.
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 2017. The Secretarial Audit Report is annexedherewith as annexure. The Secretarial Auditors in their Secretarial Audit Report/in theAnnexure to their Audit Report have not provided with any qualification except followingobservations: (a) The Company has not appointed Company Secretary as required undersection 203(1)(ii) of the Companies Act2013. Explanation: Company will be filling up suchvacancy within six months from the date of such vacancy subject to availability ofqualified personnel as Companys Regd. Office/Corporate Office is situated in remoteplace of Gujarat.
Filing of Modification of charge during the year under review was delayed due to un-avoidable circumstances. The Company will manage to file the same at the earliest
EXPLANATION OR COMMENTS BY THE BOARD FOR KEY MANAGERIAL PERSONNEL:
Key Managerial Personnel CS :
The Board has firmly assured under section 203(1)(ii) of Companies Act 2013 that theBoard of Directors are trying to appoint Company Secretary but they could not find anysuitable candidate for the same as the company is situated at remote area in between Unjhaand Sidhpur highway.
RESERVATION AND QUALIFICATION ON AUDITOR REPORT:
There are no qualifications or adverse remarks in the Auditors Report whichrequire any clarification/ explanation. The notes on financial statements areself-explanatory and needs no further explanation.
Further the Auditors Report for the Financial year ended 31st March 2017 isannexed herewith for your kind perusal and information.
RELATED PARTY TRANSACTIONS:
All the related party transactions are entered on arms length basis and are incompliance with the applicable provisions of section 188 of the Companies Act2013. There are no materially significant related party transactions made by the companywith promoters Directors or key Managerial Personnel etc. which may have potentialconflict with 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 orsuspected fraud 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 and continuedconfidence report in the company. By order of the Board
|PLACE: Sidhpur ||Mayank S. Patel |
|DATE: 30.05.2017 ||(CHAIRMAN CUM MD) |
ANNEXURE TO THE DIRECTORS REPORT:
Form of disclosure of particulars with respect to conservation of energy:
A. POWER & FUEL CONSUMPTION
|PARTICULARS ||31.03.2017 ||31.03.2016 |
|Electricity Units Consumed (Nos.) ||79364 ||70754 |
|Total Amount (Rs.) ||709636 ||638460 |
|Rate per Unit (Rs.) ||8.94 ||9.02 |
FORM DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGYTECHNOLOGY ABSORPTION ETC.
RESEARCH & DEVELOPMENT (R&D):
The Company is in processing of identifying area in which research and developmentsactivities can be carried out. Keeping in view the need in future the company is planningto establish a separate Research & Development Division for which the provisionfor creation of necessary infrastructure will be made.
TECHNOLOGY ABSORPTION ADOPTION AND OUTGO:
Foreign Exchange earned during the year on account of export sales US $ 341749.5(Equivalent to Rs.23086543.68).