Beryl Drugs Limited
Your Directors are pleased to present Twenty Sixth Annual Report on the business and operations of the Company together with the Audited Financial Statements for the year ended March 31 2019.
1. FINANCIAL RESULTS AND OPERATION:
The Company's financial results have been summarized as follows:
|(Rs. In Lakhs)|
|Year ended 31.03.2019||Year ended 31.03.2018|
|(Including other operating revenues)||1320.36||1594.35|
|Profit before tax (PBT)||79.63||127.35|
|Less: (a) Current Tax (Net)||25.62||24.18|
|(b) Deferred Tax||(5.06)||3.88|
|Net Profit/Loss for the Period||59.07||99.29|
|Total Comprehensive Income||86.10||78.04|
|Add: Surplus brought forward||157.34||79.30|
|Surplus carried to balance sheet||243.44||157.34|
2. PERFORMANCE OF THE COMPANY:
During the year under review the company earns profit of Rs. 86.10 Lacs in comparison to last year profit of Rs. 78.04 Lacs. Your directors are putting their best effort to turn the company into more profit making company. The directors are putting their best efforts to increase the income with reducing the cost incurred. Your management is very hopeful to achieve better results in forthcoming period and expects to achieve better financial results as per the perception of the Shareholders of the Company.
In order to further strengthen the Company to expand its business activities and to conserve the financial resources your Directors regret for their inability to recommend any dividend for the financial year 2018-2019.
4. SHARE CAPITAL
The paid up Equity Share Capital as at March 31 2019 stood at 5.71 Crores. During the year under review the Company has not issued shares or convertible securities or shares with differential voting rights nor has granted any stock options or sweat equity or warrants.
5. PUBLIC DEPOSITS:
The Company has neither invited nor accepted any deposit from the public during the year pursuant to the provisions of Section 73 of the Companies Act 2013 & the Deposit Rules made there under.
6. DIRECTORS AND KEY MANAGERIAL PERSONNEL :
The Board made the following appointments/ re-appointments based on the recommendations of the nomination and remuneration committee:
APPOINTMENTS & RE- APPOINTMENTS:
As per the provisions of the Companies Act 2013 Mr. Sudhir Sethi (DIN: 00090172) retires by rotation at the ensuing Annual General Meeting and being eligible seeks re- appointment. The Board recommends his re- appointment.
Mrs. Shreya Saraf (DIN: 08456151) who was appointed as an Additional Director in the category of Independent Director w.e.f 30th May 2019 and will be reappointed as an Independent Director of the Company for a period of 5 years in ensuing Annual General Meeting of the Company.
Mr. Abhinav Naik (DIN: 08456140) who was appointed as an Additional Director in the category of Independent Director w.e.f 30th May 2019 and will be reappointed as an Independent Director of the Company for a period of 5 years in ensuing Annual General Meeting of the Company.
Mrs. Madhu Thakur has resigned as Independent Director of the Company with effect from 30th May 2019 due to personal reasons. The Board places on record its appreciation for the services rendered by Mrs. Madhu Thakur during her tenure with the Company.
Mr. Yashesh Vashistha has resigned as Independent Director of the Company with effect from 30th May 2019 due to personal reasons. The Board places on record its appreciation for the services rendered by Mr. Yashesh Vashistha during his tenure with the Company
All Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. In the opinion of the Board the Independent Directors fulfill the conditions of independence specified in Section 149(6) of the Act and Regulation 16(1) (b) of the Listing Regulations. The Independent Directors have also confirmed that they have complied with the Company's Code of Business Conduct & Ethics.
Particulars of the directors seeking appointment/re-appointment are provided in the notes forming part of the notice for the ensuing Annual General Meeting as required under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
7. DIRECTOR'S RESPONSIBILITY STATEMENT:
To the best of knowledge and belief and according to the information and explanations obtained by them your Directors make the following statement in terms of Section 134(3(c) of the Act:
1. That in the preparation of the annual accounts for the financial period ended on 31st March 2019 the applicable accounting standards subject to notes to the accounts in Auditors Report had been followed along with proper explanation relating to material departures;
2. That the Director have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial period ended and profit of the Company for the period under review;
3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
4. That the Directors have prepared the annual accounts on a going concern basis.
5. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
6. They have laid down internal financial controls which are adequate and are operating effectively.
The Company had appointed M/S Prateek Jain & Co. having registration No. 009494C allotted by the Institute of Chartered Accountants of India as Statutory Auditors of the Company for carrying out the Statutory Audit of the Company for the Term of 5 years commencing from the conclusion of 24thAnnual General Meeting to the conclusion of 29th Annual General Meeting of the Company which will be subject to ratification by shareholders (every year) in ensuing Annual General Meeting. Pursuant to the amendments made to Section 139 of the Companies Act 2013 by the Companies (Amendment) Act 2017 effective from May 7 2018 the requirement of seeking ratification of the Members for the appointment of the Statutory Auditors has been withdrawn from the Statute. Hence the resolution seeking ratification of the Members for continuance of their appointment at this AGM is not being sought.
There have been no instances of fraud reported by the Statutory Auditors under Section 143(12) of the Act and Rules framed there under either to the Company or to the Central Government.
The notes on accounts referred to and the Auditors' Report are self explanatory and therefore do not call for any explanatory note
Ashish Karodia & Co Practicing Company Secretaries was appointed to conduct the Secretarial audit of the Company for the fiscal 2019 as required under Section 204 of the Companies Act 2013 and rules there under. The Secretarial Report for the fiscal 2019 forms part of this Annual report as Annexure-3 to the Board's Report. The Secretarial Audit Report does not contain any qualification reservation and adverse remark.
The Board has appointed Ashish Karodia & Co Practicing Company Secretaries as Secretarial Auditor of the Company for fiscal 2020.
Auditors' Certificate on Corporate Governance:
As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Auditor' certificate on Corporate Governance is enclosed as Annexure to the Board's Report. The Auditors' Certificate for fiscal 2019 does not contain any qualification reservation or any adverse remark.
9. COMPOSITION OF AUDIT COMMITTEE:
As per the requirement of Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 read with Section 177 of the Companies Act 2013. The present strength of the Audit Committee comprises of Mr. Abhinav Naik Mrs. Shreya Saraf and Mr. Sudhir Sethi. Mr. Abhinav Naik is the Chairman of the Audit Committee of the Company; previously the Audit Committee has 3 Directors Mr. Yashesh Vashistha Mrs. Madhu Thakur and Mr. Sudhir Sethi. Mr. Yashesh Vashistha and Mrs. Madhu Thakur Independent Directors of the Company has resigned from the Board of the Directors w.e.f 30.05.2019. All the members of the Audit Committee are independent and non-executive directors. The recommendations of audit committee were duly accepted by the Board of Directors.
The Company's plant property equipment machinery and stocks are adequately insured against various mis-happenings.
11. PARTICULARS OF EMPLOYEES:
There are no employees as on date on the rolls of the Company who are in receipt of remuneration which requires disclosures under Section 197(12) of the Companies Act 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 i.e. Company does not have any employee receiving Remuneration exceeding the limit specified therein or part thereof.
During the year under review relationship with the employees is cordial.
12 DISCLOSURE OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO. :
Information as per Section 134(3)(m) read with Rule 8 of the Companies (Accounts) Rules 2014 are enclosed as Annexure- 4 to the Board's Report for the year ended 31st March 2019.
13 MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
In terms of the provisions of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 the Management's discussion and analysis forms an integral part of this report and gives detail of the overview industry structure and developments.
14 CORPORATE GOVERNANCE :
Your Company has always strived to maintain appropriate standards of good corporate governance. The report on corporate governance as stipulated under Schedule V (C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 forms part of this Report.
The requisite certificate confirming compliance with the conditions of corporate governance as stipulated under the said clause is also attached to this report.
15 LISTING WITH STOK EXCHANGES :
The Equity Shares of the Company are listed with the Bombay Stock Exchange Ltd. and Ahmedabad Stock Exchange Limited.
The Company has delisted its securities from Madhya Pradesh Stock Exchanges w.e.f 30th May 2015.
16 INTERNAL CONTROL SYSTEM :
The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business including adherence to the Company's policies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy and completeness of the accounting records and the timely preparation of reliable disclosures.
17 TRANSACTIONS WITH RELATED PARTIES
None of the transactions with related parties falls under the scope of Section 188(1) of the Act. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules 2014 are given in Annexure 1 in Form AOC-2 and the same forms part of this report.
18 INDEPENDENT DIRECTORS DECLARATION
The Independent Directors have confirmed and declared that they are not disqualified to act as an Independent Director in compliance with the provisions of Section 149 of the Companies Act 2013 read with Regulation 16 (B) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and the Board is also of the opinion that the Independent Directors fulfill all the conditions specified in the Companies Act 2013 making them eligible to act as Independent Directors.
19 CORPORATE SOCIAL RESPONSIBILITY:
The policy of the Corporate Social Responsibility is not applicable to the Company.
20 EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in Form MGT- 9 is annexed herewith as Annexure- 2.
21 NUMBER OF BOARD MEETINGS:
6 Board Meetings were held during the financial year from 1st April 2018 to 31st March 2019. The maximum interval between any two meetings did not exceed 120 days as prescribed in the Companies Act 2013.
22 VIGIL MECHANISM:
A Vigil Mechanism Policy for directors and employees of the Company is constituted to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on rising concerns of any violation of legal or regulatory requirements incorrect or misrepresentation of any financial statements and reports etc.
The details pertaining to establishment of vigil mechanism for employees and directors are included in the Corporate Governance Report which forms part of this report.
23 FINANCIAL YEAR:
Pursuant to Section 2(41) of the Companies Act 2013 the Company adopted April- March as its Financial Year. The Financial Year of the Company shall be for a period of 12 months i.e. 1st April to 31st March.
24 COMMITTEES OF THE BOARD:
Currently the Board has Three Committees: the Audit Committee the Nomination and Remuneration Committee The Stakeholders Relationship Committee. A detailed note on the composition of the Board and its committees is provided in the Corporate Governance Report section of this Annual Report.
25 MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY:
There are no material changes or commitments occurring after 31st March 2019 which may affect the financial position of the Company or may require disclosure.
26 MEETING OF INDEPENDENT DIRECTORS:
During the year under review a separate meeting of Independent Directors was held on 30th March 2019 to discuss:
Evaluation of the performance of Non- Independent Directors and Board of Directors as a whole.
Evaluation of the performance of the Chairman of the Company taking into account the views of the Executive Directors.
Evaluation of the quality content and timelines of flow of information between the management and the Board that is necessary for the Board to effectively and necessarily perform its duties. All the Independent Directors were present at the said Meeting.
27 INTERNAL AUDITOR
M/s. Abhay Bhandari & Associates Chartered Accountants Indore is appointed as Internal Auditor of the Company to conduct the internal audit of the Company for the Financial Year 2018-19 as required under Section 138 of the Act 2013 and the Companies (Accounts) Rules 2014.
28 DEMATERIALISATION OF SHARES
The shares of your Company are being traded in electronic form and the Company has established connectivity with both the depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the Depository system Members are requested to avail the facility of dematerialization of shares with either of the Depositories as aforesaid. As on March 31 2019 73.75% of the share capital stands dematerialized.
29 SECRETARIAL STANDARDS
The Company has complied with the Secretarial Standards issued by The Institute of Company Secretaries of India (ICSI).
30 DISCLOSURE UNDER THE SEXUAL HARRASEMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention Prohibition and Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent contractual temporary trainees) are covered under this policy.
The following is a summary of sexual harassment complaints received and disposed off during the year 2018-19.
No. of complaints received: NIL
No. of complaints disposed off: Not Applicable
31 RISK MANAGEMENT
The Company has in place Risk Management Policy as per requirement of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and Section 134(3)(n) of the Companies Act 2013 which requires the Company to lay down procedure for risk assessment and risk minimization. The Board of Directors Audit committee and the Senior Management of the Company should periodically review the policy and monitor its implementation to ensure the optimization of business performance to promote confidence amongst stake holders in the business processes plan and meet strategic objectives and evaluate tackle and resolve various risks associated with the Company. The business of the Company is exposed to various risks arising out of internal and external factors i.e. Industry Competition Input Geography Financial Regulatory Other Operational Information Technology related other risks
32 WEB LINK OF THE COMPANY:
The Web link of the Company is Website. www.beryldrugs.com.
33 BOARD EVALUATION:
Pursuant to the provisions of section 134 (3)(p) of the Companies Act 2013 and applicable Regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and Individual Directors including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees experience & competencies performance of specific duties & obligations governance issues etc.
The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non-Independent Directors were carried out by the Independent Directors. The Directors were satisfied with the evaluation results which reflected the overall engagement and effectiveness of the Board and its Committees with the Company.
34 APPRECIATION AND ACKNOWLEDGEMENT
Your Directors appreciated the trust reposed by the medical fraternity and patients in the Company and look forward to their continued patronage. Your Directors are also grateful and pleased to place on record their appreciation and acknowledgement with gratitude the support and Company-operation extended by clients customers vendors bankers investors media and both the State and central Government and their agencies and look forward their continued support.
|For and on Behalf of the Board Beryl Drugs Ltd.|
|Place: Indore||Sanjay Sethi|
|Dated: 30th August 2019||Managing Director|