Your Directors have pleasure in presenting the Twenty Eighth Annual Report togetherwithAuditedAccounts for the year-ended 31stMarch 2018.
|FINANCIAL RESULTS: ||(In) ||(In) |
|Particular ||31st March 2018 ||31st March 2017 |
|Income ||3525311967.00 ||3993041199.00 |
|Expenditure ||3443395958.00 ||3913257382.00 |
|(Loss)/ Profit || || |
|Before Exceptional Item & Tax ||81916009.00 ||79783817.00 |
|Profit Before Tax ||81916009.00 ||79783817.00 |
|(Less)/ Add: Tax Expenses ||(20140115.00) ||(25045181.00) |
|Balance Carried To Balance Sheet ||61775894.00 ||54738636.00 |
REVIEW OF OPERATIONS & FUTURE OULLOOK
CREATING NEW CAPACITIES: Company has commenced manufacturing of Mono Methyl Urea& Di Methyl Urea as decided in June 2016 . Company has further added new products i.e.Erithromycin Derivates & Mafenamic Acid with capacity of 10 m.t. & 25 m.t.respectively in June 2017. Company will start production of new product i.e. Theophyllineby March 2019 Necessary steps has already taken by the management.
Your directors do not recommend any dividend for the year ended 31st March 2018.
The Company has not accepted the deposits from the public as per the Section 58Aof theCompaniesAct 1956 and the Companies (Acceptance of Deposits) Rules 1975.
CORPORATE SOCIAL RESPONSIBILITY
Since the Company's turnover net profit and net worth does not exceed the limitsmentioned under Section 135 of Companies Act 2013 the provisions of Corporate SocialResponsibility is not applicable to the Company.
Mrs. Damiyanti P Ghatalia Director of the company is liable to retire by rotation atthe ensuingAnnual General Meeting and being eligible offer herself for re-appointment.
DIRECTORS RESPONSIBILITY STATEMENT
As referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act2013 the Directors hereby confirm:
i) that in preparation of the Annual Accounts for the year ended 31st March 2018 theapplicable accounting standards had been followed along with proper explanation relatingto material departures if any;
ii) that the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive true and fair view of the state of affairs of the company at the end of financialyear ended 31st March 2018 and the profit/(Loss) of the Company for the year underreview;
iii) that proper and sufficient care has been taken for 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;
iv) that the annual accounts for the year ended 31st March 2018 have been prepared ona "going concern basis"
v) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
As per section 92(3)of the Companies Act 2013 the extract of the Annual Return isannexed hereto as Annexure A. The extract of the Annual Return shall be prescribedand it is the part of Director Report
M/s. DMKH & Company who were appointed as Auditors to hold office until theconclusion of the 29th Annual General Meeting to be held in the calendar year 2019 areeligible for re-appointment. The Company has received the Certificate from them to thiseffect.
Pursuant to Section 204 of the Companies Act 2013 the Board of Directors hadappointed M/s. Virendra Bhatt & Associates Practicing Company Secretaries as theSecretarialAuditors of the Company for the financial year 2017-18.
Accordingly the Secretarial Auditors have given their report which is annexed heretoas Annexure B. The comments of the Board on the observations of the SecretarialAuditors are given afterAnnexureAabove.
The Board has re-appointed M/s. Virendra Bhatt & Associates Practising CompanySecretaries as the SecretarialAuditors of the Company for the financial year 2018-19.
The details pertaining to the composition terms of reference etc. of the Board ofDirectors of the Company and the meetings thereof held during the financial year are givenin the Report on Corporate Governance section forming part of thisAnnual Report.
DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTOR
The Board confirms that all Independent Directors of the Company have given adeclaration to the Board that they meet the criterion of independence as prescribed underSection 149 of the CompaniesAct 2013.
COMMITTEES OF THE BOARD
The details of the powers functions composition and meetings of the Committees of theBoard held during the year are given in the Report on Corporate Governance section formingpart of thisAnnual Report.
The details pertaining to the composition terms of reference etc. of the AuditCommittee of the Board of Directors of the Company and the meetings thereof held duringthe financial year are given in the Report on Corporate Governance section forming part ofthis Annual Report. The recommendations of the Audit Committee were accepted by the Boardof Directors of the Company from time to time.
A separate report on Corporate Governance is produced as a part of the Annual Reportalong with theAuditors statement on its compliance.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGSAND OUTGO:
Your Company has made the necessary disclosures in this Report in terms of Section134(3) of the Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014is given in Annexure C and forms part of this report.
There were no employees coming under the purview of Section 197(12) of the Act readwith Rules 5 of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 and the rules frame there under.
As per Section 197 of the CompaniesAct 2013 the ratio of remuneration of eachdirector to the median remuneration of the employees of the company for the financialyear:
|Name of the Director ||Ratio to Median employees |
|Mihir R. Ghatalia Managing Director ||5:3 |
DISCLOSURE UNDER SECTION 164
None of the Directors of the company are disqualified for being appointed as Directorsas specified under section 164 of the CompaniesAct 2013.
The Web Address if any where annual return referred to in Section 92 has been placed-(Section 134(3)(a) of the CompaniesAct 2013)-www.aareydrugs.com Details inrespect of frauds reported by auditors under section 143(12) other than those which arereportable to the central government- (Section 134(3)(ca) of the Companies Act 2013) - NIL
Explanations or comments by the Board on every qualification reservation or adverseremark or disclaimer made-(i)by the auditor in his report; and (ii) by the companysecretary in practice in his secretarial audit report; -(Section 134(3)(f) of theCompaniesAct 2013) - NA
Particulars of Loans Guarantees or investments under section 186- (Section 134(3)(g)of the CompaniesAct 2013) - NIL
Particulars of contracts or arrangements with related parties referred to insub-section (1) of section 188 in the prescribed form - (Section 134(3)(h) of theCompaniesAct 2013) - NIL The amounts if any which is propose to carry to anyreserves- (Section 134(3)(j) of the CompaniesAct 2013) - NIL
Material changes and commitments if any affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report;- (Section 134(3)(l) of theCompaniesAct 2013) - NIL
A statement indicating development and implementation of a risk management policy forthe company including identification therein of elements of risk if any which in theopinion of the Board may threaten the existence of the company- (Section 134(3)(n) of theCompaniesAct 2013) - NA the details about the policy developed and implemented bythe company on corporate social responsibility initiatives taken during the year;-(Section 134(3)(o) of the CompaniesAct 2013). - NA
During the year under review the Board evaluated its performance and as well as thatof its Committees and Individual Directors including the Chairman of the Board. Separateexercise was carried out to evaluate the performance of Non- Independent Directorsincluding the Board Chairman who were evaluated on parameters such as Key achievementsshort term and long term targets challenges faced Implementation of Strategic decisionsorganizational success participation and attendance in Board and Committee Meetings etc.The evaluation of the Independent Directors was carried out by the entire Board and thatof the Chairman and Non-Independent Directors was carried out by the IndependentDirectors.
Board's Policy on appointment and remuneration: The current policy is to have anappropriate mix of executive no-executive and independent directors. As of 31st March2018 the Board has four Directors including one woman director.
As per Rule 8 of Companies (Accounts) Rules 2014.
The change in the nature of business if any; - NIL
The details of directors or key managerial personnel who were appointed or haveresigned during the year; i) Mr. Lalit R Tulsiani (Whole time director) - date ofresignation 15th December 2017. ii) Mr. Jagdish Shah (Chairman) - date of resignation 9thFebruary 2018.
The details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future; - NIL Thedetails in respect of adequacy of internal financial controls with reference to theFinancial Statements.- NIL
A disclosure as to whether maintenance of cost records as specified by the CentralGovernment under sub-section (1) of section 148 of the CompaniesAct 2013 is required bythe Company and accordingly such accounts and records are made and maintained (Insertedby The Companies (Accounts)Amendment Rules 2018) - NA
The Company has constituted an Internal Complaint Committee pursuant to the provisionsof Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013 for prevention prohibition and redressal of complaints/grievances on the sexualharassment of women at work places. Your Directors further states that during the yearunder review there were no cases filed pursuant to the aboveAct.
Your Directors wish to place on record the appreciation for the continued support ofthe customers Bankers and Suppliers. Your Directors acknowledge and thank the employeesfor their valuable contribution and involvement.
For and on behalf of the Board of Directors
Mihir R. Ghatalia
Chairman and Managing Director
Date : 30th May 2018