Bharat Parenterals Limited Vadodara
Your Directors have pleasure in presenting the Annual Report of the Company togetherwith the Audited Statements of
Accounts for the year ended 31 March 2018.
1. FINANCIAL RESULTS:
The Company's financial performance for the year under review along with previousyear's figures is given here under
| || ||(Rs.in lakhs) |
|PARTICULARS ||FOR THE YEAR ENDED ||FOR THE YEAR ENDED |
| ||ON 31.03.2018 ||ON 31.03.2017 |
|Net Income from Business Operations ||13828.88 ||11848.63 |
|Other Income ||701.40 ||766.81 |
|Total Income ||14530.28 ||12615.44 |
|Profit / (loss) before Depreciation ||1934.78 ||1375.56 |
|Less Depreciation ||557.23 ||579.07 |
|Profit after depreciation and Interest ||1377.55 ||796.49 |
|Less Tax Expenses: ||367.56 ||58.52 |
|Net Profit after Tax ||1009.99 ||737.96 |
No Dividend was declared for the current financial year due to future expansionplanning.
3. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
The provisions of Section 125(2) of the Companies Act 2013 do not apply as there wasno 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. 14530.28 lakhsearned gross profit of Rs. 1377.55 lakhs and net profit of Rs.1009.99 lakhs as againstgross income of Rs. 12615.44 lakhs gross profit Rs. 796.49 lakhs and net profit Rs.737.96lakhs of previous year. As it can be seen your company has grown by 15.18 % during year2017-18 and aims for further growth in future.
5. MATERIAL CHANGES BETWEEN THE DATE OF BOARD REPORT AND END OF THE FINANCIALYEAR:
There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of financial year to which the reportrelates and the date of the report.
6. BOARD OF DIRECTORS:
The constitution of the Board of Directors of the Company is in compliance with theprovisions of Companies Act 2013 and Rules thereto and the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. In accordance with the Articles of Associationof the Company and pursuant to the provisions of Section 152 of the Companies Act 2013and the applicable rules made thereof Mrs. Hima B. Desai Whole-time Director of theCompany retire by rotation at the ensuing Annual General Meeting and being eligible haveoffered herself for reappointment.
7. ANNUAL RETURN:
The extract of Annual Return as required under section 92(3) of the Companies Act 2013in Form MGT-9 is annexed herewith as Annexure 1.
8. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS ANDOUTGO:
The information pertaining to conservation of energy technology absorption ForeignExchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 are applicable to thecompany and annexed as Annexure 2.
9. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:
The Company has adequate internal financial control system including suitablemonitoring procedures commensurate with the size and nature of business. The internalcontrol system provides all documented policies guidelines and 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 the auditcommittee of the board.
10. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OFTHE
The Company is not required to constitute risk management committee as provided in theSEBI (Listing Obligations & Disclosure Requirements) Regulations 2015. However theCompany has in place a Risk Management Policy to monitor the risk plans of the Company andensure its effectiveness. The Audit Committee has additional oversight in the area offinancial risks.
11. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL
The Company has developed and implemented Corporate Social Responsibility initiativesas the said provisions are applicable to the Company. The Company has carried out variousprojects such as promotion of healthcare including preventive health care and makingavailable safe drinking water pursuant to rural development projects. The details of CSRexpenditures made during the year are provided in Annexure 3 to this report.
12. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES
During the year under review your company has not made any loans guarantee orinvestments under Section 186 of the Companies Act 2013.
13. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS OR
DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS:
No qualifications reservations or adverse remarks were made by the Statutory Auditorand the Secretarial Auditor in their respective reports.
14. COST AUDIT COMPLIANCE REPORT:
For the year under review specified operations of your Company were covered under theCompanies (Cost Accounting Records) Rules 2014 for maintenance of cost records.Accordingly as per provisions of section 148 of the Companies Act 2013 all suchaccounts and records are made and maintained. The company has appointed practicing costaccountant to carry out cost audit of the Company.
15. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT AND PAYMENT OF REMUNERATION:
The Company has constituted Nomination and Remuneration Committee and adopted Policyrelating to appointment of Directors payment of managerial remuneration Directors'qualifications positive attributes independence of Directors and other related mattersas provided under Section 178(3) of the Companies Act 2013.
16. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:
07 (Seven) Board Meetings were held during the financial year ended 31st March2018.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 RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134(3)(C) OF THECOMPANIES
Your Director wish to inform Members that the Audited Accounts containing financialstatements for the financial year 2017-18 are in full conformity with the requirements ofthe Companies Act 2013. They believe that the financial statement reflect fairly theform and substance of transactions carried out during the year and reasonably present theCompany's financial condition and results of operations.
Your Directors further confirm that:
In the presentation of the annual accounts for the financial year ended March 31 2018the applicable accounting standards have been followed.
The directors have selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit and loss of the Company for that period.
The directors have taken proper and sufficient care towards the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting frauds and other irregularities.
The directors have prepared the Annual Accounts on a going concern basis.
The directors have laid down internal financial controls which are adequate and areoperating effectively.
The directors have devised proper system to ensure compliance with the provision of allapplicable laws and such systems are adequate and operating effectively.
18. DECLARATION BY INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT IF ANY:
The Company has received necessary declaration from each Independent Director underSection 149(7) of the Companies Act 2013 that he meets the criteria of independence laiddown in Section 149(6) of the Companies Act 2013 and Regulation 16(b) of the Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015. In accordance with the provisions of the Companies Act 2013 none of theIndependent Directors are liable to retire by rotation.
19. BOARD EVALUATION:
The Board of Directors has carried out an annual evaluation of its own performanceBoard Committees and individual directors pursuant to the provisions of the Companies Act2013 and as per the SEBI Listing (Obligations and Disclosure Requirements) Regulations2015.
The performance of Board was evaluated after seeking inputs from all Directors on basissuch as functioning constitution effectiveness etc. The Nomination & RemunerationCommittee further evaluated performance of individual directors on criteria such aspreparedness on the agenda to be discussed contribution to the discussion etc. In aseparate meeting of Independent Director the performance of non-independent directors andthe board as a whole was evaluated.
20. SUBSIDIARIES ASSOCIATE COMPANY AND JOINT VENTURE:
The Company has one wholly owned subsidiary company Varenyam Healthcare PrivateLimited which was incorporated as on 09/07/2016.The information pursuant to first provisoto Section 129(3) and rule 5 of Companies (Accounts) Rules 2014 relating to thefinancial statement of subsidiary/associate company / joint ventures forms part of thisreport in the prescribed format AOC-1 and is given by way of "Annexure- 4"
The Company has neither accepted nor renewed any deposits during the year under review.
22. CHANGE IN DIRECTORS / KEY MANAGERIAL PERSONNEL DURING THE YEAR:
During the year under review Mr. Pankaj Shantilal Shah resigned from his position asDirector of the Company and Mr. Shailesh Gabhawala was appointed as Independent Directorfor a period of Five Years. Besides this there was no change in the composition of theBoard of Directors or the Key Managerial Personnel of the Company.
23. PARTICULARS OF CONTRACTS OR RELATED ARRANGEMENTS:
All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. All Related PartyTransactions are placed before the Audit Committee and the Board for approval. Policy onTransactions with Related Parties as approved by the Board is uploaded on the Company'swebsite.
24. SECRETARIAL AUDITORS :
The provisions of secretarial audit and appointment of secretarial auditor as requiredunder 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 on31.03.2018 is annexed herewith for reference.
25. STATUTORY AUDITORS:
M/s. K. K. Parikh & Co. Chartered Accountants were appointed as the StatutoryAuditors of the Company for a term of 5 years w.e.f. 01.09.2017. However M/s. K. K.Parikh & Co. has merged with M/s. CNK & Associates LLP Chartered Accountantsw.e.f. 07.07.2018 and the Partners of M/s. K. K. Parikh & Co. have been admitted asthe partners of M/s. CNK & Associates LLP. As a result M/s. CNK & Associates LLPChartered Accountants are recommended to be appointed as Statutory Auditors of the Companyto hold office for the remaining term (subject to ratification of the appointment by themembers at the Annual General Meeting) in terms of the provisions of Section 139 of theCompanies Act 2013.
26. CHANGE IN NATURE OF BUSINESS:
There was no change in the nature of business of the company during the year underreview.
27. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM:
The provisions of Section 177 & 178 of the Companies Act 2013 are applicable tothe company and the Company has formed Audit Committee pursuant to the said provisions.Further the Company has adopted a whistle blower policy to provide a formal mechanism tothe Directors and employees to report their concerns about the unethical behavior actualor suspected fraud or violation of the Company's code of conduct or ethics policy. It isaffirmed that no employee has been denied access to the Audit Committee of the Companypursuant to this policy.
28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
No significant material order has been passed by the Regulators or Tribunals or Courtswhich would impact the going concern status of the Company and its future operations.
29. PARTICULARS OF EMPLOYEES AND REMUNERATION:
The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company forms part of this report as Annexure. However as permitted in terms ofSection 136 of the Act this Annual Report is being sent to all the members and othersentitled thereto excluding the said annexure. Members who are interested in obtainingthese particulars may write to the Company Secretary at the Registered Office of theCompany. The aforesaid annexure is also available for inspection by members at theRegistered Office of the Company 21 days before the ensuing Annual General Meeting andupto the date of Annual General Meeting during business hours on working days.
30. POLICY ON PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE:
The Company has zero tolerance for sexual harassment at work place and has adopted apolicy on prevention prohibition and redressal of sexual harassment at the work place inline with the Sexual Harassment of Women at
Workplace (Prevention Prohibition and Redressal) Act 2013 and the rules thereunder.The Company has complied with the provisions relating to constitution of InternalComplaints Committee under the said Act. The policy aims to provide protection to theemployees at the work place and prevent and redress complaints of sexual harassment. TheCompany has not received any complaint of sexual harassment during the financial yearunder review.
31. CORPORATE GOVERNANCE:
Your Company continue to imbibe and emulate the best corporate governance practicesaimed at building trust among all stakeholders - shareholders employees customerssuppliers and others. Your Company believes that fairness transparency responsibilityand accountability are the four key elements of corporate governance. The CorporateGovernance Report presented in a separate section forms an integral part of this AnnualReport.
32. ACKNOWLEDGMENT BY THE BOARD OF DIRECTORS:
We thank our customers vendors dealers investors business partners and bankers fortheir continued support during the year which made the Company grow successfully. We alsoplace on record our appreciation of the contribution made by our employees at all levels.Our consistent growth was made possible by their hard work solidarity cooperation andsupport.
| ||For and on behalf of the Board of Directors |
|Date :14/08/2018 || |
|Place : Vadodara ||Chairman |