Beryl Drugs Limited
Your Directors are pleased to present the 28th Annual Report covering theoperational and financial performance of your Company along with the Audited FinancialStatements for the year ended March 31 2021.
1. FINANCIAL RESULTS AND OPERATION:
The Company's financial results have been summarized as follows:
(Rs. In Lakhs)
| ||Year ended 31.03.2021 ||Year ended 31.03.2020 |
|Total Revenue || || |
|(Including other operating revenues) ||1428.00 ||1304.82 |
|Profit before tax (PBT) ||34.80 ||15.79 |
|Less: (a) Current Tax (Net) ||0.08 ||(3.55) |
|(b) Deferred Tax ||10.75 ||14.55 |
|Net Profit/Loss for the Period ||23.96 ||4.79 |
|Total Comprehensive Income ||30.39 ||9.73 |
|Basic & Diluted EPS per Equity Share of Face value Rs. 10 each (Rs.) ||0.47 ||0.09 |
2. PERFORMANCE OF THE COMPANY:
During the year under review the company earns profit of of Rs. 23.96 Lacs incomparison to last year profit of Rs. 4.79 Lacs. Your directors are putting their besteffort to turn the company into more profit-making company. The directors are puttingtheir best efforts to increase the income with reducing the cost incurred. Your managementis very hopeful to achieve better results in forthcoming period and expects to achievebetter financial results as per the perception of the Shareholders of the Company.
3. COVID 19:
The company continued to consider the impact of COVID-19 pandemic in assessing therecoverability of receivables and certain advances. For this purpose the companyconsidered internal and external source of information up to the date of approval of thesefinancial statements.
The company has performed sensitivity analysis on the assumptions used and based oncurrent indicators of future economic conditions the carrying amount of these assetsrepresent the company's best estimate of the recoverable amounts. As a result of theuncertainties resulting from Covid-l9 the impact of this pandemic may be different fromthose estimated as on the date of approval of these financial statements and the Companywill continue to monitor any changes to the future economic conditions.
The strength of your company lies in identification execution and successfulimplementation of its projects. To strengthen the long-term prospects and ensuringsustainable growth in assets & revenue it is important for your company to evaluatevarious opportunities in different business verticals in which your company operates. Yourcompany continues to explore newer opportunities. Your Board of Directors considers thisbe in strategic interest of the company and believes that this will greatly enhance thelong-term shareholder's value. In order to fund company's projects and assignments in itsdevelopment expansion and implementation stages conservation of funds is of vitalimportance. Therefore your Board has not recommended any dividend for the year underreview.
5. SHARE CAPITAL
The paid-up Equity Share Capital as at March 312021 stood at 5.71 Crores. During theyear under review the Company has not issued shares or convertible securities or shareswith differential voting rights nor has granted any stock options or sweat equity orwarrants.
6. PUBLIC DEPOSITS
The details relating to deposits covered under Chapter V of the Act -
(a) Accepted during the year : Nil
(b) Remained unpaid or unclaimed as at the end of the year : Nil
(c) Whether there has been any default in repayment of deposits or payment of interestthereon during the year and if so number of such cases and the total amount involved: Nil
Details of deposits which are not in compliance with the requirements of Chapter V ofthe Act:
The Company has not accepted any deposits which are not in compliance of the Companies(Acceptance of Deposits) Rules 2014 during the financial year.
7. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Board made the following appointments/ re-appointments based on the recommendationsof 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.
Declaration for Independency of Independent Directors
The Company has received necessary declaration from each Independent Director underSection 149(6) of the Companies Act 2013 that they meet the criteria of Independence asper the SEBI (LODR) Regulation 2015. In the Opinion of the Board all the IndependentDirectors fulfills the criteria of the independency as required under the Companies Act2013 and the SEBI (LODR) Regulations 2015. Particulars of the directors seekingappointment/re-appointment are provided in the notes forming part of the notice for theensuing Annual General Meeting as required under Regulation 36(3) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.
8. DIRECTOR'S RESPONSIBILITY STATEMENT:
To the best of knowledge and belief and according to the information and explanationsobtained by them your Directors make the following statement in terms of Section 134(3(c)of the Act:
1. In the preparation of the annual accounts for the financial period ended on 31stMarch 2021 the applicable accounting standards have been followed and there are nomaterial departures;
2. The Director 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 and theprofit of the company for that period;
3. The Directors have 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 Directors have prepared the annual accounts on a going concern basis.
5. They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
6. They have laid down internal financial controls which are adequate and areoperating effectively.
7. The Company's Internal Auditors have conducted periodic audits to provide reasonableassurance that the company's approved policies and procedures have been followed.
The Company had appointed M/s. Prateek Jain & Co. having registration No. 009494Callotted by the Institute of Chartered Accountants of India as Statutory Auditors of theCompany for carrying out the Statutory Audit of the Company for the Term of 5 yearscommencing from the conclusion of 24th Annual General Meeting to the conclusion of 29thAnnual General Meeting of the Company which will be subject to ratification byshareholders (every year) in ensuing Annual General Meeting. Pursuant to the amendmentsmade to Section 139 of the Companies Act 2013 by the Companies (Amendment) Act 2017effective from May 7 2018 the requirement of seeking ratification of the Members for theappointment of the Statutory Auditors has been withdrawn from the Statute. Hence theresolution seeking ratification of the Members for continuance of their appointment atthis AGM is not being sought.
There have been no instances of fraud reported by the Statutory Auditors under Section143(12) of the Act and Rules framed there under either to the Company or to the CentralGovernment.
The notes on accounts referred to and the Auditors' Report are self-explanatory andtherefore do not call for any explanatory note.
Pursuant to Section 138 of the Companies Act 2013 and Rule 13 of The Companies(Accounts) Rules 2014 the Board has appointed Abhay Bhandari & AssociatesChartered Accountants Indore having Institute of Chartered Accountants of India (ICAI)Firm Registration Number: 003443C as Internal Auditors of the Company. During the yearthe company continued to implement their suggestions and recommendations to improve theinternal control environment. Their scope of work includes review of processes forsafeguarding the assets of the company review of operational efficiency effectiveness ofsystems and processes and assessing the internal control strengths in all areas. InternalAuditor's findings are discussed with the management and suitable corrective actions havebeen taken as per the directions of Audit Committee on an ongoing basis to improveefficiency in operations.
Ashish Karodia & Co Practicing Company Secretaries was appointed to conduct theSecretarial audit of the Company for the fiscal 2021 as required under Section 204 of theCompanies Act 2013 and rules there under. The Secretarial Report for the fiscal 2021forms part of this Annual report as Annexure-2 to the Board's Report. The SecretarialAudit Report does not contain any qualification reservation and adverse remark.
The Board has appointed Ashish Karodia & Co Practicing Company Secretaries asSecretarial Auditor of the Company for fiscal 2022.
Secretarial Auditor's Certificate on Corporate Governance:
As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the Auditor' certificate on Corporate Governance is enclosed as Annexure to theBoard's Report. The Auditors' Certificate for fiscal 2021 does not contain anyqualification reservation or any adverse remark.
10. COMPOSITION OF AUDIT COMMITTEE:
As per the requirement of Regulation 18 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 read with Section 177 of the Companies Act 2013. Thepresent strength of the Audit Committee comprises of Mr. Abhinav Naik Mrs. Shreya Sarafand Mr. Sudhir Sethi. Mr. Abhinav Naik is the Chairman of the Audit Committee of theCompany. All the members of the Audit Committee are independent and non-executivedirectors. The recommendations of audit committee were duly accepted by the Board ofDirectors.
There are no recommendations of the audit committee which have not been accepted by theboard during the year under review.
The Company's plant property equipment machinery and stocks are adequately insuredagainst various mis-happenings.
12. PARTICULARS OF EMPLOYEES:
There are no employees as on date on the rolls of the Company who are in receipt ofremuneration which requires disclosures under Section 197(12) of the Companies Act 2013read with rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 i.e. Company does not have any employee receiving Remunerationexceeding the limit specified therein or part thereof.
During the year under review relationship with the employees is cordial.
13. DISCLOSURE OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNING AND OUTGO. :
Information as per Section 134(3)(m) read with Rule 8 of the Companies (Accounts)Rules 2014 are enclosed as Annexure-3 to the Board's Report for the year ended 31stMarch 2021.
14. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
In terms of the provisions of Regulation 34 of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 theManagement's discussion and analysis forms an integral part of this report and givesdetail of the overview industry structure and developments.
15. CORPORATE GOVERNANCE:
As per the provisions of Regulation 15(2)(a) of the SEBI (Listing Obligation &Disclosure Requirements) Regulations 2015 the compliance with the corporate governanceprovisions as specified in regulations 17 17A 18 19 20 2122 23 24 24A 25 26 27and clauses (b) to (i) of sub-regulation (2) of regulation 46 and Para C D and E ofSchedule V shall not apply to the Company. Though the Company is voluntarily complyingwith all the provisions and provided the report on the Corporate Governance. Further thecertificate by the Company Secretary is also attached.
16. LISTING WITH STOCK EXCHANGES :
The Equity Shares of the Company are listed with the Bombay Stock Exchange Ltd andAhmedabad Stock Exchange Limited.
The Company has delisted its securities from Madhya Pradesh Stock Exchanges w.e.f 30thMay 2015.
17. INTERNAL CONTROL SYSTEM :
The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Company's policies the safeguardingof its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliabledisclosures.
18. TRANSACTIONS WITH RELATED PARTIES
Details of the transactions with related party's falls under the scope of Section188(1) of the Act. Information on transactions with related parties pursuant to Section134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules 2014 are givenin Annexure 1 in Form AOC-2 and the same forms part of this report.
19. INDEPENDENT DIRECTORS DECLARATION
The Independent Directors have confirmed and declared that they are not disqualified toact as an Independent Director in compliance with the provisions of Section 149 of theCompanies Act 2013 read with Regulation 16(B) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 and the Board is also of the opinion that theIndependent Directors fulfill all the conditions specified in the Companies Act 2013making them eligible to act as Independent Directors.
20. CORPORATE SOCIAL RESPONSIBILITY:
The policy of the Corporate Social Responsibility is not applicable to the Company.
21. ANNUAL RETURN:
The Annual Return of the Company as on 31st March 2021 in Form MGT-7 in accordance withSection 92(3) of the Act read with the Companies (Management and Administration) Rules2014 is available on the website of the Company http://www.beryldrugs.com
22. NUMBER OF BOARD MEETINGS:
5 Board Meetings were held during the financial year from 1st April 2020 to 31stMarch 2021. The maximum interval between any two meetings did not exceed 120 days asprescribed in the Companies Act 2013.
23. VIGIL MECHANISM:
A "Vigil Mechanism Policy" for directors and employees of the Company isconstituted to provide a mechanism which ensures adequate safeguards to employees andDirectors from any victimization on rising concerns of any violation of legal orregulatory requirements incorrect or misrepresentation of any financial statements andreports etc.
The details pertaining to establishment of vigil mechanism for employees and directorsare included in the Corporate Governance Report which forms part of this report.
24. FINANCIAL YEAR:
Pursuant to Section 2(41) of the Companies Act 2013 the Company adopted April- Marchas its Financial Year. The Financial Year of the Company shall be for a period of 12months i.e. 1st April to 31st March.
25. COMMITTEES OF THE BOARD:
Currently the Board has Three Committees: the Audit Committee the Nomination andRemuneration Committee The Stakeholders Relationship Committee. A detailed note on thecomposition of the Board and its committees is provided in the Corporate Governance Reportsection of this Annual Report.
26. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY:
There are no material changes or commitments occurring after 31st March 2021 whichmay affect the financial position of the Company or may require disclosure.
27. MEETING OF INDEPENDENT DIRECTORS:
During the year under review a separate meeting of Independent Directors was held on24th March 2021
Evaluation of the performance of Non- Independent Directors and Board ofDirectors as a whole.
Evaluation of the performance of the Chairman of the Company taking intoaccount the views of the Executive Directors.
Evaluation of the quality content and timelines of flow of information betweenthe management and the Board that is necessary for the Board to effectively andnecessarily perform its duties.
All the Independent Directors were present at the said Meeting.
28. DEMATERIALISATION OF SHARES
The shares of your Company are being traded in electronic form and the Company hasestablished connectivity with both the depositories i.e.National Securities DepositoryLimited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of thenumerous advantages offered by the Depository system Members are requested to avail thefacility of dematerialization of shares with either of the Depositories as aforesaid. Ason March 31202173.97% of the share capital stands dematerialized. The company's sharesare presently held in both electronic and physical modes.
29. SECRETARIAL STANDARDS
The Company has complied with the Secretarial Standards issued by The Institute ofCompany Secretaries of India (ICSI).
30. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND 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 and Redressal)Act 2013. Internal Complaints Committee (ICC) has been set up to redress complaintsreceived regarding sexual harassment. All employees (permanent contractual temporarytrainees) are covered under this policy.
The following is a summary of sexual harassment complaints received and disposed offduring the year 2020-2021
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 (ListingObligations and Disclosure Requirements) Regulations 2015 and Section 134(3)(n) of theCompanies Act 2013 which requires the Company to lay down procedure for risk assessmentand risk minimization. The Board of Directors Audit committee and the Senior Managementof the Company should periodically review the policy and monitor its implementation toensure the optimization of business performance to promote confidence amongst stakeholders in the business processes plan and meet strategic objectives and evaluate tackleand resolve various risks associated with the Company. The business of the Company isexposed to various risks arising out of internal and external factors i.e. IndustryCompetition Input Geography Financial Regulatory Other Operational InformationTechnology related other risks.
32. WEB LINK OF THE COMPANY:
The Web link of the Company is Website. www.beryldrugs.com.
33. ORDER(S) PASSED BY REGULATOR(S) COURT(S) TRIBUNAL(S) IMPACTING THE GOING CONCERNSTATUS AND COMPANY STATUS
During the year under review no order was passed by any Regulator(S) Court(S)Tribunal(S) that could affect the going concern status of the Company and the Company isoperating in an efficient manner.
34. BOARD EVALUATIONS:
Pursuant to the provisions of section 134 (3)(p) of the Companies Act 2013 andapplicable Regulations of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Board adopted a formal mechanism for evaluating its performance andas well as that of its Committees and Individual Directors including the Chairman of theBoard. The exercise was carried out through a structured evaluation process coveringvarious 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 andthat of the Chairman and the Non-Independent Directors were carried out by the IndependentDirectors. The Directors were satisfied with the evaluation results which reflected theoverall engagement and effectiveness of the Board and its Committees with the Company.
35 RETIRE BY ROTATION:
Pursuant to the provisions of Section 152 of the Companies Act 2013 Mr. Sudhir SethiChairman & Director of the Company retires by rotation and being eligible offershimself for reappointment.
36. PARTICULARS OF JOINT VENTURE SUBSIDIARY & ASSOCIATE COMPANY
The Company does not have any joint venture subsidiary or associate company during theyear.
37. CHANGE IN NATURE OF BUSINESS IF ANY:
During the year under review your Company has not changed its nature of business.
38. REVISION IN FINANCIAL STATEMENTS OR BOARD'S REPORT U/S 131(1) OF THE COMPANIES ACT2013
In terms of Section 131 of the Companies Act 2013 the Financial Statements andBoard's Report are in compliance with the provisions of Section 129 or Section 134 of theCompanies Act 2013 and that no revision has been made during any of the three precedingfinancial years.
39. CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS:
A certificate of Non-Disqualification of Directors is also required to be submitted andin this regard a certificate from Dipika Kataria Practicing Company Secretary that noneof the directors on the board of the company have been debarred or disqualified from beingappointed or continuing as director by SEBI/MCA or any such authority is attached andforms part of this report as Annexure 4.
40. WTD/CFO CERTIFICATION:
The Whole Time Director (WTD) have issued certificate pursuant to the provisions ofRegulation 17(8) of the SEBI (LODR) Regulations 2015 certifying that the financialstatements do not contain any materially untrue statement and these statements represent atrue and fair view of the Company's affairs. The said certificate is annexed and formspart of the Annual Report as Annexure-6.
41. APPLICABILITY & PROCEEDING PENDING UNDER INSOLVENCY & BANKRUPTCY ACT 2016&THEIR STATUS
There are no proceedings initiated/pending against your Company under the Insolvencyand Bankruptcy Code 2016 which materially impact the business of the Company.
42. DIFFERENCE IN VALUATION DONE AT ONE TIME SETTLEMENT AND VALUATION DONE WHILE TAKINGLOAN FROM BANKS & FINANCIAL INSTITUTIONS
There was no One Time Settlement of loan taken from Banks or any financialInstitutions. Hence the difference in valuation does not arise.
43. APPRECIATION AND ACKNOWLEDGEMENT
Your directors appreciated the trust reposed by the medical fraternity and patients inthe Company and look forward to their continued patronage. Your directors are alsograteful and pleased to place on record their appreciation and acknowledgement withgratitude the support and Company- operation extended by clients customers vendorsbankers investors media and both the State and central Government and their agencies andlook forward their continued support.
| ||For and on Behalf of the Board |
| ||Beryl Drugs Ltd |
| ||Sd/- |
| ||Sanjay Sethi |
|Place : Indore ||Managing Director |
|Date: 03.09.2021 ||(DIN 00090277) |