Adinath Bio-Labs Ltd.
|BSE: 590088||Sector: Others|
|NSE: N.A.||ISIN Code: INE129D01039|
|BSE 00:00 | 04 Mar||Adinath Bio-Labs Ltd|
|NSE 05:30 | 01 Jan||Adinath Bio-Labs Ltd|
|BSE: 590088||Sector: Others|
|NSE: N.A.||ISIN Code: INE129D01039|
|BSE 00:00 | 04 Mar||Adinath Bio-Labs Ltd|
|NSE 05:30 | 01 Jan||Adinath Bio-Labs Ltd|
The Board of Directors is pleased to present the 38th Annual Report togetherwith the Audited Financial Statement of Accounts and Auditor's Report of the Company forthe year ended 31st March 2019.
The Financial Highlights for the year under review are given below:
The financial result of the company for the financial year 2018-19 as compared with theprevious year are as follow:
(Rs In lacs)
The Total Income for the financial year under review is Rs 2.62 lacs against Rs 53.79lacs in previous year. The Net Loss after taxation marked by the company during the yearunder review was Rs 51.78 lacs as compared to profit of Rs. 171.66 lacs during theprevious year excluding exceptional items.
The Company is continuously focusing on its existing line of business to improve itsprofitability in near future.
Dividend and Transfer To Reserves
Your Company intends to conserve available resources to invest in the growth of thebusiness and pursue strategic growth opportunities. Accordingly your Directors do notrecommend any dividend for the year. Hence there has been no transfer to Reserves duringthe Financial Year 2018-19.
The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on the date of theBalance Sheet falling within the purview of provisions of section 73 of the Companies Act2013 read with the Companies (Acceptance of Deposit) Rules 2014. Hence the requirementfor furnishing of details of deposits is not applicable.
Change in the nature of business
There is no change in the nature of business of the Company during the year underreview. Compliance with the Indian Accounting Standards
As mandated by the Ministry of Corporate Affairs the financial statements for the yearended on March 31 2019 has been prepared in accordance with the Indian AccountingStandards (IND AS) notified under Section 133 of the Companies Act 2013 read with theRule 7 of Companies (Accounts) Rules 2014.
Directors and Key Managerial Personnel (KMP)
As on March 31 2019 the Board of Directors of your Company comprised of Four (4)Directors one of whom Mr. Kishan Singh is the Whole Time Director. The remaining three(3) directors are NonExecutive Independent directors.
The composition of the Board is in consonance with Regulation 17 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 as amended from time to timeand in accordance with the applicable provisions of Companies Act 2013.
Mrs. Sharmila Ranabhat (DIN: 06987476) who was appointed as an Independent Director ofthe Company by the members in their Annual General Meeting (AGM) for a term of five yearsup to September 24 2019. The board has proposed to re-appoint Mrs. Sharmila Ranabhat asNonexecutive Independent Director in terms of Section 149 of the Companies Act 2013 fora second term of five consecutive years commencing from 25.09.2019 to 24.09.2024 notliable to retire by rotation. The resolutions seeking approval of members on item No. 3 ofnotice for convening the Annual General Meeting along with the requisitedisclosures/explanatory statement are included.
Board of Directors has appointed Ms. Sheetal Thakar (ACS 54309) as Company Secretary inWholeTime Employment with effect from 26th December 2018 in due compliance ofsection 203 of the Companies Act 2013 read with Rule 8 of Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014. The Board also appointed Ms. SheetalThakar Company Secretary as Compliance Officer in terms of Regulation 6(1) of SEBI(Listing Obligation and Disclosure Requirements)
The Board of Directors at their meeting held on 15/04/2019 appointed Mr. Vivek Rana asChief Compliance Officer (Key Managerial Personnel) in terms of Section 203 of theCompanies Act 2013 of Company and Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.
Ms. Sheetal Thakar (KMP) Company Secretary and Compliance Officer has tendered herresignation letter dated 19/06/2019 to the board from the post of Company Secretary cumCompliance officer. The Board has considered and approved her resignation in their meetingheld on 1/07/2019 with immediate effect. The Board places on record its gratitude for theservices rendered by her during the tenure as Company Secretary cum Compliance officer ofthe Company.
Ms. Yamini Guleria Member of the Institute of Company Secretaries of India(ACS-50370) has been appointed as Company Secretary in Whole-Time Employment w.e.f.August 12 2019 in due compliance of Section 203 of the Companies Act 2013 read with Rule8 of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.Further the Board has also appointed Ms. Yamini Guleria Company Secretary as ComplianceOfficer in terms of Regulation 6(1) of SEBI (Listing Obligation and DisclosureRequirements) Regulation 2015.
Appropriate resolutions for appointment/ re-appointment are being placed for theapproval of the shareholders of the Company at the ensuing AGM. The brief resume ofdirectors appointed/re- appointed and other related information has been detailed in theNotice read along with the explanatory statement convening the 38th AGM of the Company inaccordance with the provisions of the Companies Act 2013 read with the Rules issued thereunder and the Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 as amended from time to time.
Policy on Directors Appointment & Remuneration
The Company's policy on Director's Appointment and Remuneration including criteria fordetermining qualifications positive attributes independence of a Director and othermatters provided under sub- section (3) of section 178 has been disclosed in the CorporateGovernance Report which forms the part of this report. Remuneration policy for theDirectors Key Managerial Personnel and other Employees has been disclosed on the Companywebsite i.e. www.adinathbio.com.
Remuneration policy for the Directors Key Managerial Personnel and other Employees hasbeen disclosed on the Company website i.e.www.adinathbio.com.
More details about above has been outlined in the Corporate Governance Report whichforms a part of this report.
Disclosure under Section 197(12) of the Companies Act 2013
The Company has not employed any employees whose remuneration falls within the purviewof the limits prescribed under the provisions of Section 197 of the Companies Act 2013read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.
Committee of the Board:
The Board of Directors has following Committee
1. Audit Committee
2. Nomination & Remuneration Committee
3. Stakeholder Relationship Committee
4. Risk Management Committee
The details of the Committees along with their composition number of meetings andattendance_at the meetings are provided in the Corporate Governance Report.
Statement concerning development and implementation of Risk Management Policy of theCompany
The Board of Directors of the Company has framed (constituted) a Risk ManagementCommittee to frame implement and monitor the risk management plan for the Company. TheCommittee is responsible for reviewing the risk management plan and ensuring itseffectiveness. The Committee has additional oversight in the area of financial risks andcontrols. Major risks identified by the business and functions are systematically addressthrough mitigation action on a continuing basis.
The details of Committee and its terms of reference are set out in the CorporateGovernance Report forming part of the Board Report.
Directors Responsibility Statement
Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Companies Act 2013the Board of Directors to the best of their knowledge and ability confirm that:
i. in the preparation of the annual accounts for the year ended 31st March 2019 theapplicable Indian Accounting Standards have been followed along with proper explanationrelating to material departures if any;
ii. 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 the company at the end of the financial year 31stMarch 2019 and of the profit and loss of the company for the year ended on that date;
iii. the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;
iv. the annual accounts have been prepared on a going concern basis;
v. the directors have laid down internal financial controls to be followed by thecompany and such internal financial controls are adequate and operating effectively;
vi. the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
Declaration of Independent Directors
The Company has received necessary declaration from each of Independent Directors underSection 149(7) of the Companies Act 2013 that they meet the criteria of independencelaid down in Section 149(6) of the Companies Act 2013 and the relevant Rule andRegulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
Number of Meeting of the Board
During the year under review 5 (Five) Meetings of the Board of Directors were held. Therelevant details including composition of the Board date of meetings attendance andcomposition of various Committees of the Board are given in the Corporate GovernanceReport which forms part of this report. The details regarding the composition of variouscommittees are also available on the Company's website: www.adinathbio.com.
Disclosure regarding Company's policies under Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015
The Company has framed various policies as per SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 & Companies Act 2013; viz Remuneration Policy for theDirectors Key Managerial Personnel and other Employee ii) Determining materialsubsidiary iii) Performance evolution of the Board Committee and Directors iv)Materiality of Related Party transactions v) Whistle Blower/vigil Mechanism vi) ArchivalPolicy for disclosure vii) Code of Conduct for Directors viii) Policy of Preservation ofDocuments ix) Policy on Criteria for Determining Materiality of Events are displayed onthe website of the Company www.adinathbio.com.
Extract of Annual Return
Pursuant to the provisions of Section 134(3)(a) of the Companies Act 2013 Extract ofthe Annual Return for the financial year ended 31st March 2019 made under the provisionsof Section 92 (3) of the Companies Act 2013 read with Rule 12(1) of the Companies(Management and administration) Rules 2014 is given in Form No. MGT-9 as Annexure-I andthe same is also available on the website of the Company www.adinathbio.com.
Details of policy developed and implemented by the Company on its Corporate SocialResponsibility Initiatives
Since the Company does not developed and implemented any Corporate SocialResponsibility initiatives as the said provisions are not applicable to the Company.
Pursuant to the provisions of the Companies Act 2013 and Listing Regulations of theSEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 the Board hascarried out an Annual Performance evaluation of its own performance the Directorsindividually as well as the evaluation of the working of its various Committees.
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 Independent Directors was carried out by the entireBoard excluding the Directors being evaluated.
The Performance evaluation of the Chairman and Non-Independent Directors was carriedout by the Independent Directors at their separate Meeting.
The Board of Directors expressed its satisfaction with the evaluation process.
Vigil Mechanism/ Whistle Blower Policy
Your company is committed to highest standards of ethical moral and legal businessconduct. Accordingly the Board of Directors have formulated a Whistle Blower Policy whichis in compliance with the provisions of Section 177(10) of the Companies Act 2013 andRegulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015. The policy provides for a framework and process whereby concerns can be raised byits employees against any kind of discrimination harassment victimization or any otherunfair practice being adopted against them. These have been outlined in the CorporateGovernance Report which forms part of this report.
Particulars of Loans Guarantees or Investments made under Section 186 of the CompaniesAct 2013
The Company has complied with the provisions of Section186 of the Companies Act 2013in respect of investments made and outstanding at the year-end details of which are givenin the Financial Statements. There were no loans or guarantees made by the Company duringthe year under review.
Details of significant and material orders passed by the Regulators or Courts orTribunals impacting the Going Concern status and Company's operation in future
There are no significant and material orders issued against the Company by anyregulating authority or court or tribunal affecting the going concern status and Company'soperation in future. Hence disclosure pursuant to Rule 8 (5) (vii) of Companies(Accounts) Rules 2014 is not required.
Particulars of Contracts or Arrangements made with Related Parties
There were no contracts or arrangements made with related parties as defined underSection 188 of the Companies Act 2013 during the year under review and hence enclosure ofFORM AOC-2 with the Board Report is not required. The Company has developed a RelatedParty Transactions Policy for the purpose of identification and monitoring of such type oftransactions.
Subsidiaries Joint Ventures and Associate Companies
The Company does not have any Subsidiary Joint venture or Associate Company.
Management Discussion and Analysis Report
The Management Discussion and Analysis Report for the year under review as stipulatedunder the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 ("Listing Regulations") are given in a separatesection and forms part of the Annual Report.
Auditors & Auditors Observations
The matter related to Auditors and their Reports are as under:
1. Statutory Auditor and their Report:
As per the requirements of Section 139(2) of the Companies Act 2013 and the Companies(Audit and Auditors) Rules 2014 the Board of Directors in the meeting held on 12thAugust 2019 and on the recommendation of the Audit Committee the appointment of M/s. KSA& Co. (Firm Registration No.: 003822C) as the Statutory Auditors of the Company for aperiod of five years from the conclusion of this 38th Annual General Meeting (AGM) tillthe conclusion of 43rd AGM. The Board of Directors approved the appointment ofM/s. KSA & Co. at a remuneration of Rs. 65000/- (Rupees Sixty-five thousands only )per year plus reimbursement of out of pocket expenses applicable taxes and othercertifications as set out in the Ordinary Resolution for the aforesaid services to berendered by them.
Statutory Auditor has given their consent to act as the Auditors of the Company and hasconfirmed that the said appointment if made will be in accordance with the conditionsprescribed under Sections 139 and 141 of the Act.
Explanations or Comments on Qualifications Reservations or Adverse Remarks orDisclaimers made by the Statutory Auditors in their Report:
The Report given by M/s. Mohindra Arora & Co. Chartered Accountants (FRN:006551N) the Statutory Auditors for the Financial Statements for the year ended 31stMarch 2019 read with explanatory notes thereon do not call for any explanation orcomments from the Board under Section 134(3) of the Companies Act 2013. The remarks ifany made by the Auditors in their Report are properly explained in the Note no 21 of theFinancial Statement.
2. Secretarial Auditors and their Report:
M/s. Vineet Pal & Associates Practicing Company Secretary was appointed to conductSecretarial Audit of the Company for the financial year 2018-19 as required under Section204 of the Companies Act 2013 read with Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.
The report of the Secretarial Auditors in Form MR-3 is enclosed as Annexure-II to thisreport.
The report confirms that the Company had complied with the statutory provisions listedunder Form MR -3 and the Company also has proper board processes and compliance mechanism.
The report contains qualifications reservation or adverse remark for which furthercomments or explanations are provided below:
The Company has not appointed the Chief Financial Officer as key Managerial pursuantto Section 203 of the Act and Rules made there under.
Explanations or Comments on Qualifications Reservations or Adverse Remarks orDisclaimers made by the Secretarial Auditors in their Report:
The Management has appointed Mr. Vivek Rana as CFO w.e.f. 15th April 2019.
3. Internal Auditor:
The Members of Board has appointed M/s Bhutoria & Associates CharteredAccountants (M.N0.: 304193) (FRN.: 329621E) Chartered Accountants as Internal Auditorsof the Company for Financial Year 2018-19 at their meeting on 13th February2019 under provisions of Section 138 of the Companies Act 2013 read with Rule 13 of theCompanies (Accounts) Rules 2014 as recommended by Audit Committee.
The Suggestions made by the Internal Auditor in their Report were acknowledged.
The Company conforms to the norms of Corporate Governance as envisaged in the ListingRegulations with the Stock Exchange. Pursuant to Regulation 34(3) read with Schedule V ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 a detailedCompliance Note on Corporate Governance together with the Auditors Certificate onCorporate Governance is annexed to this report.
Material Changes and Commitments if any affecting the financial position of theCompany occurred between the ends of the financial year to which this financial statementrelates and the date of the report
There are no material changes and commitments affecting the financial position of theCompany occurred between ends of the financial year to which this financial statementrelates on the date of this report.
Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo:-
The provisions of Section 134(m) of the Companies Act 2013 read with Rule 8(3) of theCompanies (Accounts) Rules 2014 do not apply to our Company.
Listing of Securities
The Equity Shares of your Company are listed with The Calcutta Stock Exchange (CSE)Limited. Listing fees has been paid to The Calcutta Stock Exchange Ltd. in pursuance toRegulation 14 of the Listing Regulation.
The Authorized Share capital and the paid up Equity Share Capital have remainedunchanged during the year under review. The Company has neither issued shares &Securities or any other instruments nor any corporate benefits during the year underreview.
1. The Company has not bought back any of its securities during the year under review.
2. The Company has not issued any Sweat Equity Shares during the year under review.
3. No Bonus Shares were issued during the year under review.
4. The Company has not provided any Stock Option Scheme to the employees.
Code of Conduct
As prescribed under Listing Regulation a declaration signed by the Whole Time Directoraffirming compliance with the Code of Conduct by the Directors and Senior ManagementPersonnel of the Company for the financial year 2018-19 forms part of the GovernanceReport.
Reporting of Frauds
During the year under review the Statutory Auditors and Secretarial Auditors have notreported to the Audit Committee and / or Board any instances of fraud committed in theCompany by its officers or employees under Section 143(12) of the Companies Act 2013.
Internal Financial Control and their adequacy
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The Company has developed well-defined internal controlmechanisms and comprehensive internal audit program with the activities of the entireorganization under its ambit. Further based on the report of Internal Audit functioncorrective action are undertaken in the respective areas and thereby strengthen thecontrols. Significant audit observations and corrective actions thereon are presented tothe Audit Committee of the Board.
During the year under review no material or serious observation has been received fromthe Internal Auditors of the Company for inefficiency or inadequacy of such controls.
Human Resources Development envisages the growth of the individual in tandem with theorganization. It also aims at the up-liftment of the individual by ensuring an enablingenvironment to develop capabilities and to optimize performance. Your Directors want toplace on record their appreciation for the contribution made by employees at all levelswho through their steadfastness solidarity and with their co-operation and support havemade it possible for the Company to achieve its current status.
The Company on its part would endeavor to tap individual talents and through variousinitiatives ingrain in our human resources a sense of job satisfaction that would withtime percolates down the line. It is also the endeavor of the Company to create in itsemployees a sense of belonging and an environment that promotes openness creativity andinnovation.
All the manpower initiatives including training meetings and brainstorming sessionsare implemented with the aim of maximizing productivity and aligning organizational needsemployee's aspirations.
Additional Information to Shareholders
All important and pertinent investor information such as financial results investorpresentations press releases are made available on the Company's website i.e.www.adinathbio.com on a regular basis.
Disclosure under The Sexual Harassment of Woman at Workplace (Prevention Prohibitionand Redressal) Act 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy.
The following is a summary of sexual harassment complaints received and disposed offduring the
The Directors wish to place on record their appreciation for the contributions made bythe employees at all levels whose continued commitment and dedication helped the Companyachieve better results. The Directors also wish to thank customers bankers Central andState Governments for their continued support. Finally your directors would like toexpress their sincere & wholehearted gratitude to all of you for your faith in us andyour Co-operation & never failing support.
By Order of the Board For Adinath Bio-Labs Limited