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Celestial Biolabs Ltd.

BSE: 532871 Sector: Health care
NSE: CELESTIAL ISIN Code: INE221I01017
BSE 00:00 | 25 Mar 6.08 0
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OPEN

6.29

HIGH

6.29

LOW

5.85

NSE 09:17 | 26 Mar 6.00 0.05
(0.84%)
OPEN

6.00

HIGH

6.00

LOW

6.00

OPEN 6.29
PREVIOUS CLOSE 6.08
VOLUME 7679
52-Week high 21.50
52-Week low 4.33
P/E 3.95
Mkt Cap.(Rs cr) 14
Buy Price 5.91
Buy Qty 500.00
Sell Price 6.08
Sell Qty 900.00
OPEN 6.29
CLOSE 6.08
VOLUME 7679
52-Week high 21.50
52-Week low 4.33
P/E 3.95
Mkt Cap.(Rs cr) 14
Buy Price 5.91
Buy Qty 500.00
Sell Price 6.08
Sell Qty 900.00

Celestial Biolabs Ltd. (CELESTIAL) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the Twentieth Annual Report of your Companyalong with the audited Statement of Accounts for the financial year ended 31st March 2018.The Report also includes the Management Discussion and Analysis Report in accordance withthe Guidelines on Corporate Governance and Financial Statements.

The highlights of the financial results for the year 2017-18 in comparison to the year2016-17 are as follows:

(Rs.In Lakhs)
Particulars 2017-18 2016-17
Sales 4281.26 3866.23
Other income 0.04
Total revenue 4281.50 3866.23
Profit before Depreciation 1180.40 697.84
Depreciation 769.54 330.40
Profit Before Tax 410.86 367.44
Deferred Tax (13.06) (35.98)
Provision for MAT 78.29 70.02
Provision for FBT NIL NIL
Net Profit for the year 345.63 333.41
Profit & Loss Account balance brought forward 2541.67
Dividend NIL NIL
Corporate Dividend Tax NIL NIL

Performance

We have been able to achieve a turnover of Rs.4281.26 Lacs. The percentage increase inthe turnover is 11% and increase in net profit is 4% respectively when compared to that ofprevious year.

Future Outlook

Celestial has been concentrating on Herbal Formulation and Enzymatic Feed Supplement.Celestial shall be enhancing the qualitative aspect in Enzymatic Feed Supplement soon tocreate value addition. Celestial has already launched anti diabetics formulation derivedfrom sea weed and is in the process of adding another formulation to treat thyroid verysoon . Celestial also shall be concentrating on value added industrial enzyme andclinically validated herbal formulation. Celestial shall be introducing Biovita andCadalmin GAE very shortly to OTC market in 10 states of India.

Dividend

The Company has not declared any dividend during the year.

Corporate Governance

As per Regulation 27(2) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 a separate section on Corporate Governance is enclosed herewith whichforms part of the Annual Report. A certificate from the Auditors of the Company oncompliance with the conditions of Corporate Governance as stipulated under the Schedule Vof the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is annexedto this Report.

Management Discussion and Analysis

A detailed section of the Management Discussion and Analysis for the period underreview as required under Schedule V of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is given as a separate statement forming part of theAnnual Report.

Directors' Responsibility Statement:

Pursuant to the requirement under Section 134 of the Companies Act 2013 with respectto the Director s Responsibility Statement it is hereby confirmed.

i. that in the preparation of the accounts for the financial year ended 31st March2018 the applicable accounting standards have been followed along with properexplanations for marking all departures if any.

ii. that the directors have selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and 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 or loss of the company for the year under review.

iii. that the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the company and from preventing and detecting fraud andother irregularities.

iv. that the directors have prepared the accounts for the financial year ended 31stMarch 2018 on a going concern basis

v. the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and

vi. the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively

Directors & Key Managerial Personnel (KMP)

Directors

• In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mr.Amit Kumar Singh retired by rotation and being eligible hasoffered himself for re-appointment.

• Pursuant to Section 149(4) of the Companies Act 2013 it is proposed thatDr.Ram Bhavani be appointed as Independent Director with effect from 29.09.2018 and shallhold office up to 28.09.2023. The company has received declaration from the IndependentDirector of the company confirming that he meet the criteria of independence as prescribedunder Section 149(6) of Companies Act 2013.

• Pursuant to Section 149(4) of the Companies Act 2013 it is proposed thatDr.Padmanabha Rao Amarachinta be appointed as Independent Director with effect from29.09.2018 and shall hold office up to 28.09.2023. The company has received declarationfrom the Independent Director of the company confirming that he meet the criteria ofindependence as prescribed under Section 149(6) of Companies Act 2013.

Key Managerial Personnel

The company is taking steps to appoint Key Managerial Personnel as required underSection.203 of the Companies Act 2013

Committees of the Board

Currently the Board has three committees: the audit committee the nomination andremuneration committee and 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.

Declaration from Independent directors on Annual Basis

The Company has received necessary declaration from each independent director underSection 149(7) of the Companies Act2013 that he / she meets the criteria of independencelaid down in Section 149(6) of the Companies Act 2013 and Regulation 25 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

Number of meetings of the board

The Board met Five times during the financial year the details of which are given inthe Corporate governance report. The maximum interval between any two meetings did notexceed 120 days as prescribed in the Companies Act 2013.

Board Evaluation

SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 mandates thatthe Board shall monitor and review the Board evaluation framework. The framework includesthe evaluation of directors on various parameters such as:

• Board dynamics and relationships

• Information flows

• Decision-making

• Relationship with stakeholders

• Company performance and strategy

• Tracking Board and committees effectiveness

• Peer evaluation

The Companies Act 2013 states that a formal annual evaluation needs to be made by theBoard of its own performance and that of its committees and individual directors. ScheduleIV of the Companies Act 2013 states that the performance evaluation of independentdirectors shall be done by the entire Board of Directors excluding the director beingevaluated.

The evaluation of all the directors and the Board as a whole was conducted based on thecriteria and framework adopted by the Board.

Policy on directors' appointment and remuneration and other details

The Company s policy on directors appointment and remuneration and other mattersprovided in Section 178(3) of the Act has been disclosed in the corporate governancereport which forms part of the directors report

Disclosure as required under Rule 5 of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014

The Disclosure as required under Rule 5 of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is given in Annexure - A to the Board Report.

Information as per rule 5(2) of Chapter XIII the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014

There are no employees in the company whose remuneration is more than Rs.8.50 Lacs permonth or Rs.102.00 Lacs per annum (or) any part thereof. The details of top 10 employeesof the Company in terms of remuneration drawn during the year is given in Annexure B tothe Board Report.

Code of conduct for the prevention of insider trading

The Board of Directors has adopted the Insider Trading Policy in accordance with therequirements of the SEBI (Prohibition of Insider Trading) Regulation 2015. The InsiderTrading Policy of the Company lays down guidelines and procedures to be followed anddisclosures to be made while dealing with shares of the Company as well as theconsequences of violation. The policy has been formulated to regulate monitor and ensurereporting of deals by employees and to maintain the highest ethical standards of dealingin Company securities.

The Insider Trading Policy of the Company covering code of practices and procedures forfair disclosure of unpublished price sensitive information and code of conduct for theprevention of insider trading is available on our website.

Internal Control System & Internal financial control and its adequacy

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 reliable financialdisclosures.

Your Company has established a robust system of internal controls to ensure that assetsare safeguarded and transactions are appropriately authorized recorded and reported. TheAudit Committee of the Board addresses significant issues raised by both the InternalAuditors and the Statutory Auditors. The Company believes that the overall internalcontrol system is dynamic and reflects the current requirements at all times henceensuring that appropriate procedures and controls in operating and monitoring practicesare in place. Your Company is proactively identifying the areas for further improvementwhich shall remain an ongoing process.

Significant and material orders

There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company s operations in future.

Particulars of contracts or arrangements with related parties referred in Sub - Section(1) of Section 188

Details of transactions with related parties falling under the scope of Section 188(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 (Form No.AOC.2) is given in Annexure - C to the Board Report.

Auditors

In the Extra ordinary General Meeting held on 19.05.2018 M/s.Kulasekhar & CoChartered Accountants (Firm Regn.No. 011536S) Hyderabad have been appointed as StatutoryAuditors of the Company to fill the casual vacancy caused by the resignation of M/s.A SNaidu & Co Chartered Accountants Hyderabad.

M/s.Kulasekhar & Co Chartered Accountants Hyderabad have tendered theirresignation from the position of Statutory Auditors on 07.06.2018 due to theirpre-occupation in other assignments and other personal grounds resulting into a casualvacancy in the office of Statutory Auditors of the company as envisaged by section 139(8)of the Companies Act 2013 ("Act"). Your directors had in their Board meetingheld on 22.06.2018 appointed B V Swami & Co. Chartered Accountants as StatutoryAuditors of the Company to fill the casual vacancy.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and the rules framed there underM/s. GMVDR & Associates Company Secretaries were appointed as Secretarial Auditors ofthe Company and the Secretarial Audit Report issued by them for the financial year 2017-18is made a part of this Report.

Extract of the annual return of the Company

As provided under Section 92(3) of the Act the extract of annual return is given in Annexure- D in the prescribed Form MGT-9 which forms part of this report.

Qualifications in Auditors' report and secretarial auditors' report

The auditors report does not contain any qualifications reservations or adverseremarks. Replies to qualifications in Secretarial Audit Report are annexed to this report.

Maintenance of Cost Records as specified by the Central Government under sub-section(1) of Section 148 of the Companies Act 2013

The Central Government has not prescribed the maintenance of cost records underSub-Section (1) of Section 148 of the Companies Act 2013.

Particulars of loans guarantees or investments

The particulars of loans guarantees and investments have been disclosed in thefinancial statements.

Material changes and commitments if any affecting the financial position of the company

There are no material changes and commitments affecting the financial position of theCompany from the date of closure of financial year to the date of Board Report.

Charges

The Company has not availed loans from any Bank / Financial Institutions during thefinancial year under review.

Fixed Deposits

The Company has not accepted any fixed deposits during the year under review. As suchno amount of principal or interest was outstanding on the date of the Balance Sheet.

Unpaid / Unclaimed Dividend

The company is in the process of transferring Dividend which is unclaimed for a periodof 7 years to Investor Education & Protection Fund (IEPF).

Disclosure under the Sexual Harassment of women at workplace (Prevention ProhibitionAnd Redressal) Act 2013

During the period under review no complaints were received.

Vigil Mechanism

Your Company has adopted a Whistle Blower Policy to report to the management aboutinstances of unethical behaviors actual or suspected fraud or violation of the Company scode of conduct or ethics policy. Under the policy the employees can approach Company sEthics Counselor/ Chairman of Audit Committee directly.

Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo:

Additional information on conservation of energy technology absorption and foreignexchange earnings and outgo as required to be disclosed in terms of Section 134(3)(m) ofthe Companies Act 2013 read with the Companies (Accounts) Rules 2014 is given in Annexure- E and forms part of this report.

Employee Relations

During the year under review the company has enjoyed cordial relationship with allsection of employees. The company believes that the employees play a vital role inincreasing the turnover and profitability of the company and the strength of the companylie in harnessing the manpower in achieving sustained long-term growth in all spheres.

Acknowledgements

Your Directors would like to express their sincere appreciation for the assistance andco-operation received from the financial institutions banks Government authoritiescustomers vendors and members during the year under review. Your company wishes to placeon record its appreciation of employees at all levels for their dedicated contributiontowards growth of the company.

For and on behalf of the Board of Directors
For Celestial Biolabs Limited
Place: Hyderabad Dr A N Singh Amit Kumar Singh
Date: 03.09.2018 Chairman &Managing Director Director
DIN: 01756827 DIN: 01824426