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Arvee Laboratories (India) Ltd.

BSE: 535050 Sector: Health care
NSE: ARVEE ISIN Code: INE006Z01016
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Arvee Laboratories (India) Ltd. (ARVEE) - Director Report

Company director report

To

The Members of

ARVEE LABORATORIES (INDIA) LIMITED

Ahmedabad

Your Directors have pleasure in presenting the 9th Annual Report and AuditedStatement of Accounts for the year ended on 31st March 2020 with Auditor'sReport thereon.

Financial Highlights

(Rs. In Lacs)
Particulars 2019 - 2020 2018 - 2019
Revenue from Operations 4541.87 5490.18
Other Income 34.60 35.39
Total Revenue 4576.47 5525.58
Depreciation 228.90 235.05
Financial Expenses 98.77 163.37
Profit before Tax 309.05 254.41
Tax Expense
Current Tax 100.77 43.15
Prior Period Taxes 0 1.56
Deferred Tax (14.41) (16.59)
Profit After Tax 222.69 226.28

Turnover has declined in comparision to the previous year. Profit after tax hasdeclined marginally.

The Company is taking all the possible steps to increase the profitability.

Transfer to Reserves :

The Opening Balance of Reserves and Surplus is Rs.1095.18 Lacs. The whole of the netProfit of Rs. 222.69 lacs is transferred to the Reserves and Surplus. The Closing Balanceof Reserves & Surplus is of Rs. 1317.88 lacs.

Dividend :

In order to conserve resources your Directors do not recommended dividend for the year2019-20 on Equity Shares of the Company.

Details regarding Energy Conservation :

Pursuant to Rule 8 (3) of Companies (Accounts) Rules 2014 the Board of Directorshereby statge as under declare that.

A. CONSERVATION OF ENERGY:

Power & Fuel Consumption: Current Year
Electricity:
i) Purchased:
(a) Units 1214748 units
(b) Amount 9176209.80
(c) Units/per liter of Diesel Oil -
(d) Cost per unit (Rs.) 7.55/Unit
ii) Own Generation:
(a) Units -
(b) Amount -
(c) Units/per liter of Diesel Oil -
(d) Cost per unit (Rs.) -
iii) Windmill Turbine:
(a) Units -
(b) Amount -

Steps taken or impact on conservation of energy.

In line with the Company's commitment towards conservation of energy all unitscontinue with their efforts aimed at improving energy efficiency through innovativemeasures to reduce wastage and optimize consumption. Some of the measures taken by theCompany in this direction at its units located at areas under:

a. We have made optimum use of electrical motors and day light resources at plant.

b. Installation of LEDs at several locations.

The steps taken by the company for utilising alternate sources of energy:

NIL

Details regarding Technology Absorption :

Pursuant to Rule 8 (3) of Companies (Accounts) Rules 2014 the Board of Directorshereby declare that there are no particulars to report for Technology Absorption. Howeverthe Company takes help of the technical consultants from time to time.

Details regarding Foreign Exchange Earnings and Outgo :

The details regarding foreign exchange earnings and outgo are provided in the note no.32 to the financial Statement. Members are requested to refer the same.

Disclosure of Directors Responsibility Statement :

As required u/s 134 (5) of the Companies Act 2013 the Directors hereby state andconfirm:

i. In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating 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 as on31/03/2020 and of the profit of the company for that period.

iii. The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities.

iv. The Directors have prepared the annual accounts on a 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.

vi. The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

Listing:

The Equity Shares of your Company are listed on Emerge Platform of National StockExchange of India Limited. The Company has paid necessary listing fees for the year 2020 -2021.

Details of Material Changes and Commitments Occurred during the Period affectingfinancial position of the Company:

During the year under review there were no significant and material orders passed byany Regulators or Court or Tribunals which may have impact on the going concern status. Noorder has been passed by any Regulators or Court or Tribunals which may have impact on theCompany's operation in future. Further there is no material changes and commitmentsoccurred subsequent to the Balance sheet till date of report.

Particulars of Loans Gurantees and Investments under Section 186 of the Companies Act2013:

The Company has not provided any guarantee or provided any Security to any Person forthe loans availed by others. The details regarding the Loans and Advances Investments ifany are provided in the Balance Sheet.

Particulars of Contracts or Arrangements with Related Parties under Section 188 of theCompanies Act 2013 :

All contracts/arrangements/transactions if any entered by the Company during thefinancial year with related parties were in the ordinary course of business and on anarm's length basis. During the year the Company has entered into transactions withrelated parties which could be considered material in accordance with the policy of theCompany on materiality of related party transactions.

No advance is paid to any related party (other than loans and advances) for enteringany transaction. No Bad Debts of related parties.

The details of the related party transactions are disclosed in note 29 to the financialstatement which sets out related party disclosures. The requisite details are alsoprovided in form AOC - 2 which forms part of the report.

Disclosure of Companies covered under Section 178 (1) on Directors appointment andRemuneration including matters referred under Section 178 (3) of Companies Act 2013 andDetails of Statement indicating manner in which formal annual evaluation made by Board ofits Performance and of its Committees and individual Directors:

The Company has devised a Policy for Directors; appointment and remuneration includingcriteria for determining qualifications performance evaluation and other matters ofIndependent Directors Board Committees and other individual Directors which includecriteria for performance evaluation of both non-executive directors and executivedirectors.

The Company's Nomination & Remuneration policy which includes the Director'sappointment & remuneration and criteria for determining qualifications positiveattributes independence of the Director & other matters is attached as Annexure-1 tothis Report and the same is also available on the website of the Company at the linkwww.arveelabs.com

Declaration by Independent Directors:

The Independent Directors of the Company namely Vishal Nitin Mehta Chandrakala AshokBhatt and Parag Manubahi Shah (w.e.f. 27th June 2020) have confirmed to theBoard that they meet the criteria of independence as specified under Section 149 (6) ofthe Companies Act 2013 and they qualify to be independent directors. They have alsoconfirmed that they meet the requirements of independent directors as specified in theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

Auditors and Audit Report:

At the 7th Annual General Meeting of the Company KCJM & AssociatesChartered Accountants Ahmedabad were appointed as Statutory auditors for a period of fiveyears including for the financial year 2017 - 2018. Pursuant to the notification issued byMCA ratification is not required at each annual general meeting.

There is no qualification or adverse remarks made by the auditors in their report.

Cost Audit and Cost Records:

The Company has maintained adequate Cost records required to be maintained in terms ofthe Companies Act 2013.

P.H. Desai & Co. acts as a Cost Auditor for the financial year 2019 - 2020 andalso for the year 2020-2021.

Disclosure of Risk Management Policy :

The Company has a structured risk management policy. The Risk management process isdesigned to safeguard the organization from various risks through adequate and timelyactions. It is designed to anticipate evaluate and mitigate risks in order to minimizeits impact on the business. The potential risks are inventorised and integrated with themanagement process such that they receive the necessary consideration during decisionmaking.

SECRETARIAL AUDIT

The Company has obtained a Secretarial Audit Report M/s. Jalan Alkesh & AssociatesCompany Secretary in Practice to conduct the secretarial audit for the financial year2019-20. Secretarial Audit is attached and marked as Annexure II.

In the opinion of the Board there is no qualification or adverse remarks.

Board Meetings:

During the year under review 6 (Six) Board meetings were held. The dates of Boardmeetings and attendance details are as under

Sr. No. Date of Board Meeting No. of Directors entitled to attend No. of Directors who have attended the meeting Name of the Director who Attended
1 27th May 2019 6 6 1. Mr. Shalin Sudharkbhai Patel
2. Mr. Shalin Bharat Chokshi
3. Mr. Saumil Bharatbhai Chokshi
4. Mrs. Chandrakala Ashok Bhatt
5. Mr. Amishkumar Maheshkumar Shah
6. Mr. Vishal Nitin Mehta
2 10th July 2019 5 5 1. Mr. Shalin Sudharkbhai Patel
2. Mr. Shalin Bharat Chokshi
3. Mrs. Chandrakala Ashok Bhatt
4. Mr. Amishkumar Maheshkumar Shah
5. Mr. Vishal Nitin Mehta
3 23rd October 2019 4 4 1. Mr. Shalin Sudharkbhai Patel
2. Mr. Shalin Bharat Chokshi
3. Mrs. Chandrakala Ashok Bhatt
4. Mr. Vishal Nitin Mehta
4 14th November 2019 4 4 1. Mr. Shalin Sudharkbhai Patel
2. Mr. Shalin Bharat Chokshi
3. Mrs. Chandrakala Ashok Bhatt
4. Mr. Vishal Nitin Mehta
5 16th January 2020 4 4 1. Mr. Shalin Sudharkbhai Patel
2. Mr. Shalin Bharat Chokshi
3. Mrs. Chandrakala Ashok Bhatt
4. Mr. Vishal Nitin Mehta
6 20th March 2020 4 4 1. Mr. Shalin Sudharkbhai Patel
2. Mr. Shalin Bharat Chokshi
Punishment
Compounding

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company has in place an Anti harassment policy in line with the requirements of theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.Internal Complaint Committee are set up at shop floor level to redress complaints receivedregularly and are monitored by women line supervisors who directly report to the Chairman.All employees (permanent contractual temporary trainees) are covered under the policy.There was no compliant received from any employee during the financial year 2019-20 andhence no complaint is outstanding as on 31.03.2020 for redressal.

Particulars of Employees:

The Particulars of Employees required to be given pursuant to Section 197 of theCompanies Act 2013 is provided in Annexure B.

Material Changes and Commitments & Changes if any affecting the financial Positionbetween financial year end of the Company and date of Report:

There are no material changes and commitments if any affecting the financial positionof the Company between the financial years end of the Company and date of the report.

Non Disqualification of Directors:

A Certificate obtained from Practising Company Secretary regarding non disqualificationof Directors of the Company is annexed and marked as Annexure IV.

Acknowledgement

Your Directors express their gratitude for the continued support co-operation andassistance received by the Company from various Central and State Government DepartmentBankers and valued customers of the company.

FOR & ON BEHALF OF THE BOARD OF
ARVEE LABORATORIES (INDIA) LIMITED
Place: Ahmedabad
Dated: 24th August 2020 Sd/-
CHAIRMAN CUM MANAGING DIRECTOR
Shalin Sudharkarbhai Patel
(DIN: 01779902)

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