Bharat Parenterals Ltd.
|BSE: 541096||Sector: Health care|
|NSE: N.A.||ISIN Code: INE365Y01019|
|BSE 00:00 | 29 May||275.30||
|NSE 05:30 | 01 Jan||Bharat Parenterals Ltd|
|Mkt Cap.(Rs cr)||158|
|Mkt Cap.(Rs cr)||157.75|
Bharat Parenterals Ltd. (BHARATPARENTER) - Director Report
Company director report
Bharat Parenterals Limited
Your Directors have pleasure in presenting the Annual Report of theCompany together with the Audited Statements ofAccounts for the year ended 31st March2019.
1. FINANCIAL RESULTS:
The Company's financial performance for the year under review alongwith previous year's figures is given here under
No Dividend was declared for the current financial year due to futureexpansion planning.
3. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTIONFUND:
The provisions of Section 125(2) of the Companies Act 2013 do notapply as there was no dividend declared and paid last year.
4. FINANCIAL PERFORMANCE AND OPERATION'S REVIEW
During the year under review the company generated gross income of Rs.23239.02 lakhsearned gross profit of Rs. 3591.96 lakhs and net profit of Rs.2257.41 lakhsas against gross income of Rs. 14530.28 lakhs gross profit Rs. 1377.55 lakhs and netprofit Rs.1009.99 lakhs of previous year.As it can be seenyour company has grown by 123 %during year 2018-19 and aims for further growth in future.
5. MATERIAL CHANGES BETWEEN THE DATE OF BOARD REPORT AND END OF THEFINANCIAL YEAR:
There have been no material changes and commitments affecting thefinancial position of the Company which have occurred between the end of financial year towhich the report relates and the date ofthe report.
6. BOARD OF DIRECTORS:
The constitution of the Board of Directors of the Company is incompliance with the provisions of Companies Act 2013 and Rules thereto and the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015. In accordance withthe Articles of Association of the Company and pursuant to the provisions of Section 152of the CompaniesAct 2013 and the applicable rules made thereof Mr. HemangJ. ShahExecutive Director of the Company retire by rotation at the ensuing Annual General Meetingand being eligible have offered himself for reappointment.
7. ANNUAL RETURN:
The extract of Annual Return as required under section 92(3) of theCompanies Act 2013 in Form MGT-9 is annexed herewith as Annexure -1.
8. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO:
The information pertaining to conservation of energy technologyabsorption Foreign exchange Earnings and outgo as required under Section 134 (3)(m) ofthe Companies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 areapplicable to the company and annexed as Annexure - 2.
9. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:
The Company has adequate internal financial control system includingsuitable monitoring procedures commensurate with the size and nature of business. Theinternal control system provides all documented policies guidelines authorization andapproval procedure. The company has internal audit department which carries out auditsthroughout the year. The statutory auditors while conducting the statutory audit reviewedand evaluated the internal controls and their observations are discussed by theauditcommittee of the board.
10. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISKMANAGEMENT POLICY OF THE COMPANY:
The Company is not required to constitute risk management committee asprovided in the SEBI (Listing Obligations& Disclosure Requirements) Regulations 2015.However the Company has in place a Risk Management Policy to monitor the risk plans ofthe Company and ensure its effectiveness. The Audit Committee has additional oversight inthe area of financial risks.
11. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITSCORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
The Company has developed and implemented Corporate SocialResponsibility initiatives as the said provisions are applicable to the Company.TheCompany has carried out various projects such as promotion of healthcare includingpreventive health care and making available safe drinking water pursuant to ruraldevelopment projects. The details of CSR expenditures made during the year are provided inAnnexure -3 to this report.
12. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION186 OF THE COMPANIES ACT2013:
During the year under review your Company has not directly orindirectly -
a) given any loan to any person or other body corporate other thanusual advances envisaged in a contract for supply of materials or equipment or job workif any;
b) given any guarantee or provided security in connection with a loanto any other body corporate or person; and
c) acquired by way of subscription purchase or otherwise thesecurities of any otherbody corporate
13. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSEREMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIRREPORTS:
No qualifications reservations or adverse remarks were made by theStatutory Auditor and the Secretarial Auditor in their respective reports.
14. COST AUDIT COMPLIANCE REPORT:
For the year under review specified operations of your Company werecovered under the Companies (Cost Accounting Records) Rules 2014 for maintenance of costrecords. Accordingly as per provisions of section 148 of the Companies Act 2013 andaccordingly such accounts and records are made and maintained. The company has appointedNawal Sonaje & Associates practicing cost accountant to carry out cost audit of theCompany.
15. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT AND PAYMENT OFREMUNERATION:
The Company has constituted nomination and remuneration committee andadopted Policy relating to appointment of Directors payment of Managerial RemunerationDirectors' Qualifications positive attributes independence ofDirectors and other relatedmatters as provided under Section 178(3) of the Companies Act 2013.
16. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:
08 Board Meetings were held during the financial year ended 31st March2019.The details of the board meetings held and attendance of each of the directorsthereat have been set out in the report on corporate governance.
17. DIRECTOR RESPOSNSIBILITY STATEMENT AS REQUIRED UNDER SECTION134(3)(C) OF THE COMPANIES ACT2013:
Your Director wish to inform Members that the Audited Accountscontaining financial statements for the financial year 2018-19 are in full conformity withthe requirements of the Companies Act 2013. They believe that the financial statementreflect fairly the form and substance of transactions carried out during the year andreasonably presentthe Company's financial condition and results of operations.
Your Directors further confirm that:
The directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and loss ofthe Company for that period.
The directors have taken proper and sufficient care towards themaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detectingfraudsand otherirregularities.
The directors have prepared the annual Accounts on a goingconcern basis.
The directors have laid down internal financial controls whichare adequate and are operating effectively.
The directors have devised proper system to ensure compliancewith the provision of all applicable laws and such systems are adequate and operatingeffectively.
18. DECLARATIONBY INDEPENDENT DIRECTOR(S)AND RE-APPOINTMENT IF ANY:
The Company has received necessary declaration from each IndependentDirector under Section 149(7) of the Companies Act 2013 that he meets the criteria ofindependence laid down in Section 149(6) of the Companies Act 2013 and Regulation 16(b)of the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015. In accordance with the provisions of the Companies Act2013 none of the Independent Directors are liable to retire by rotation.
The Board of Directors has carried out an annual evaluation of its ownperformance Board Committees and individual directors pursuantto the provisions of theCompanies Act 2013 and as per the SEBI Listing (Obligations and Disclosure Requirements)Regulations 2015.
The performance of Board was evaluated after seeking inputs from allDirectors on basis such as functioning constitution effectiveness etc. The Nomination& Remuneration Committee further evaluated performance of individual directors oncriteria such as preparedness on the agenda to be discussed contribution to thediscussion etc. In a separate meeting oflndependent Director the performance ofnon-independent directors and the board as a whole was evaluated.
20. SUBSIDIARIES ASSOCIATE COMPANY AND JOINT VENTURE:
The Company has one wholly owned subsidiary company VarenyamHealthcare Private Limited which was incorporated as on 09/07/2016.The informationpursuant to first proviso to Section 129(3) and rule 5 of Companies (Accounts) Rules2014 relating to the financial statement of subsidiary/associate company / joint venturesforms part of this report in the prescribed formatAOC-1 and is given by way of'Annexure-4"
The Company has neither accepted nor renewed any deposits during theyear under review.
22. CHANGE IN DIRECTORS / KEY MANAGERIAL PERSONNEL DURINGTHE YEAR:
During the year under review Mr. Bharat Doshi and Mr. MahendraTurakhia resigned from their position as Independent Director of the Company and Mrs.Zankhana Sheth was appointed as Independent Director for a period of Five Years. Besidesthis there was no change in the composition of the Board of Directors or the KeyManagerial Personnel ofthe Company.
23. PARTICULARS OF CONTRACTS OR RELATED ARRANGEMENTS:
All related party transactions that were entered into during thefinancial year were on an arm's length basis and were in the ordinary course of business.All Related Party Transactions are placed before the Audit Committee and the Board forapproval. Policy on Transactions with Related Parties as approved by the Board is uploadedon the Company's website.
24. SECRETARIAL AUDITORS:
The provisions of secretarial audit and appointment of secretarialauditor as required under section 204(1) of the Companies Act 2013 read with rule 9(1) ofCompanies(Appointment and Remuneration) Rules 2014 are applicable to the company pursuantto which the Company has appointed M/s Jigar Trivedi & Co. Company Secretaries as theSecretarial Auditor of the Company. The Secretarial Audit report of the company as on31.03.2019 is annexed herewith for reference.
M/s. CNK & Associates LLP Chartered Accountants were appointed asStatutory Auditors of the Company to hold office for a period of 4 years startingw.e.f.2018-19 (subject to ratification of the appointment by the members at the Annual GeneralMeeting) in terms of the provisions of Section 139 ofthe Companies Act 2013.
26. CHANGE IN NATURE OF BUSINESS:
There was no change in the nature of business of the company during theyear under review.
27. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGILMECHANISM:
The provisions of Section 177 & 178 of the Companies Act 2013 areapplicable to the company and the Company has formed Audit Committee pursuant to the saidprovisions. Further the Company has adopted a whistle blower policy to provide a formalmechanism to the Directors and employees to report their concerns about the unethicalbehavior actual or suspected fraud or violation of the Company's code of conduct orethics policy. It is affirmed that no employee has been denied access to the AuditCommittee of the Company pursuant to this policy.
28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
No significant material order has been passed by the Regulators orTribunals or Courts which would impact the going concern status ofthe Company and itsfuture operations.
29. PARTICULARS OF EMPLOYEES AND REMUNERATION:
The information required pursuant to Section 197 read with Rule 5 ofThe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 inrespect of employees of the Company forms part of this report as Annexure. However aspermitted in terms of Section 136 of the Act this Annual Report is being sent to all themembers and others entitled thereto excluding the said annexure. Members who areinterested in obtaining these particulars may write to the Company Secretary at theRegistered Office of the Company. The aforesaid annexure is also available for inspectionby members at the Registered Office of the Company 21 days before the ensuing AnnualGeneral Meeting and upto the date of Annual General Meeting during business hours onworking days.
30. POLICY ON PREVENTION PROHIBITION AND REDRESSAL OF SEXUALHARASSMENT AT WORK PLACE:
The Company has zero tolerance for sexual harassment at work place andhas adopted a policy on prevention prohibition and redressal of sexual harassment at thework place in line with the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the rulesthereunder. The Companyhas complied withthe provisions relating to constitution of Internal Complaints Committee under the saidAct. The policy aims to provide protection to the employees at the work place and preventand redress complaints of sexual harassment. The Company has not received any complaintofsexual harassment during the financial year under review.
31. CORPORATE GOVERNANCE:
Your Company continue to imbibe and emulate the best corporategovernance practices aimed at building trust among all stakeholders - shareholdersemployees customers suppliers and others. Your Company believes that fairnesstransparency responsibility and accountability are the four key elements of corporategovernance. The Corporate Governance Report presented in a separate section forms anintegral part ofthis Annual Report.
32. ACKNOWLEDGMENT BY THE BOARD OF DIRECTORS:
We thank our customers vendors dealers investors business partnersand bankers for their continued support during the year which made the Company growsuccessfully. We also place on record our appreciation of the contribution made by ouremployees at all levels. Our consistent growth was made possible by their hard worksolidarity cooperation and support.