Beryl Drugs Limited Indore.
Your Directors have pleasure in presenting their Twenty Fifth Annual Report of theCompany along with the Audited statement of Accounts for the financial year ended on 31stMarch 2018
1. FINANCIAL RESULTS AND :
The Summarized financial results for the year are as under :
| || ||(Rs. in Lakhs) |
| ||31/03/2018 ||31/03/2017 |
|Total Revenue (including other operating revenues) ||1594.35 ||1153.89 |
|Profit before tax (PBT) ||127.35 ||(37.21) |
|Less : (a) Current tax (Net) ||24.18 ||9.44 |
|(b) Deferred tax ||3.88 ||(1.93) |
|Net Profit / Loss for the Period ||99.29 ||(44.72) |
|Total Comprehensive Income ||78.04 ||(67.51) |
|Add: Surplus brought forward ||79.30 ||146.81 |
|Surplus carried to balance sheet ||157.34 ||79.30 |
2. PERFORMANCE OF THE COMPANY:
During the year under review the company earned profit of Rs. 78.04 Lakhs in comparisonto last year profit of Rs. (67.51) Lakhs . Your directors are putting their best effort toturn the company into more profit making company with reducing the cost incurred. Yourmanagement is very hopeful to achieve better results in forthcoming period and expects toachieve 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 toconserve the financial resources your Directors regret for their inability to recommendany dividend for the financial year 2017-2018.
4. Foreign Exchange Earnings & Out Go :
Earnings in foreign currency - NIL Expenditure in Foreign Currency - NIL
5. PUBLIC DEPOSITS:
The Company has neither invited nor accepted any deposit from the public during theyear.
6. 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.
As per provisions of Sections 149 and 152 read with Schedule IV and any otherapplicable provisions of the Companies Act 2013 ('the Act') and the Companies(Appointment and Qualification of Directors) Rules 2014 (including any statutorymodification(s) or re-enactment thereof for the time being in force) and SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 Mr. Yashesh Vashistha (DIN:07382963) will be reappointed as an Independent Director at the ensuing Annual GeneralMeeting of the Company.
As per provisions of Sections 149 and 152 read with Schedule IV and any otherapplicable provisions of the Companies Act 2013 ('the Act') and the Companies(Appointment and Qualification of Directors) Rules 2014 (including any statutorymodification(s) or re-enactment thereof for the time being in force) and SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 Mrs. Madhu Thakur (DIN:07382985) will be reappointed as an Independent Director at the ensuing Annual GeneralMeeting of the Company
7. DIRECTOR'S RESPONSIBILITY STATEMENT:
Pursuant to the provision of Section 134(5) of the Companies Act 2013 as amended withrespect to Director's responsibility statement and subject to where so ever otherwisecontained in the Audit Report Your Directors hereby confirm.
1. That in the preparation of the annual accounts for the financial period ended on31st March 2018 the applicable accounting standards subject to notes to the accounts inAuditors Report had been followed along with proper explanation relating to materialdepartures;
2. That the Director have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial 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 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;
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 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.
8. AUDITORS: Statutory Auditors:
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 24thAnnual 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. The Company has received acertificate from them to the effect that their appointment as Statutory Auditors of theCompany would be within the limit prescribed u/s 139 & 141 of the Companies Act 2013& also received a peer review certificate issued by the ICAI 'Peer Review Board' asrequired under the provisions of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
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
Ashish Karodia & Co Practicing Company Secretaries was appointed to conduct theSecretarial audit of the Company for the fiscal 2018 as required under Section 204 of theCompanies Act 2013 and rules there under. The Secretarial Report for the fiscal 2018forms part of this Annual report as Annexure- 3 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 2019.
Auditors' 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 2018 does not contain anyqualification reservation or any adverse remark.
9. INSURANCE :
The Company's plant property equipment machinery and stocks are adequately insuredagainst various mis-happenings.
10. 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 reviewrelationship with the employees is cordial.
11. 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- 4 to the Board's Report for the year ended 31stMarch 2018.
12. 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.
13. CORPORATE GOVERNANCE :
Your Company has always strived to maintain appropriate standards of good corporategovernance. The report on corporate governance as stipulated under Schedule V (C) of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 forms part ofthis Report. The requisite certificate confirming compliance with the conditions ofcorporate governance as stipulated under the said clause is also attached to this report.
14. LISTING WITH STOK 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.
15. 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.
16. 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 inAnnexure 1 in Form AOC-2 and the same forms part of this report.
17. CORPORATE SOCIAL RESPONSIBILITY:
The policy of the Corporate Social Responsibility is not applicable to the Company.
18. EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in Form MGT- 9 is annexedherewith as Annexure- 2.
19. NUMBER OF BOARD MEETINGS:
5 Board Meetings were held during the financial year from 1st April 2017 to 31stMarch 2018. The maximum interval between any two meetings did not exceed 120 days asprescribed in the Companies Act 2013.
20. 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.
21. 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.
22. 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.
23. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY:
There are no material changes or commitments occurring after 31st March 2018 whichmay affect the financial position of the Company or may require disclosure.
24. DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary declaration from each independent director underSection 149(7) of the Companies Act 2013 that he/she meets the criteria of independencelaid down in Section 149(6) of the Companies Act 2013 and Regulation 25 of the SEBI(Listing Obligations and Disclosures Requirements) Regulation 2015.
25. MEETING OF INDEPENDENT DIRECTORS:
During the year under review a separate meeting of Independent Directors was held on22nd March 2018 to discuss: Evaluation of the performance of Non- Independent Directorsand Board of Directors as a whole. Evaluation of the performance of the Chairman of theCompany taking into account the views of the Executive Directors.
Evaluation of the quality content and timelines of flow of information between themanagement and the Board that is necessary for the Board to effectively and necessarilyperform its duties.
All the Independent Directors were present at the said Meeting.
26. INTERNAL AUDITOR
M/s Abhay Bhandari & Associates Chartered Accountants Indore is appointed asInternal Auditor of the Company to conduct the internal audit of the Company for theFinancialYear 2018-19 as required under Section 138 of theAct 2013 and the Companies(Accounts) Rules 2014.
27. 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 the numerous advantages offeredby the Depository system Members are requested to avail the facility of dematerializationof shares with either of the Depositories as aforesaid. As on March 31 2018 72.75% ofthe share capital stands dematerialized.
The GST has been implemented successfully by the Government and we hope that theCompany will be benefited once the entire transition of GST is complete and the same willbring more transparency in the tax Administration GST will create a common Indian marketimprove tax compliance and governance. However there are teething problems and theprocedures for that are yet to be streamlined.
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 HARRASEMENT 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 harassmentcomplaints received and disposed off during the year 2017-18 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. 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 |
|Place: Indore ||Sanjay Sethi |
|Dated: 4th September 2018 ||Managing Director |
| ||DIN: 00090277 |
Conservation of Energy research and development technology absorption foreignexchange earnings and out go
The information under Section 134(3) (m) of the Companies Act 2013 read with Rule 8(3)of the Companies (Accounts) Rules 2014 for the year ended March 31 2018 is given herebelow and forms part of the Directors' Report.
A. CONSERVATION OF ENERGY:
The steps taken or impact on conservation of energy:
Company ensures that the manufacturing operations are conducted in the manner wherebyoptimum utilization and maximum possible savings of energy is achieved.
Up gradation of machineries and installation of new machineries based on fuel or powerefficiency.
Monitoring the maximum demand and power load factor on daily basis. Replacement ofinefficient machineries with energy efficient machineries.
B. TECHNOLOGY ABSORPTION:
The efforts made towards technology absorption the company through R& D developedprocesses adopted which helped in reducing the energy consumption.
Benefits derived like product improvement cost reduction product development werepossible through installation of various additional equipments to achieve consistency inproduction and quality of products.
C. FOREIGN EXCHANGE EARNING & OUTGO: NIL