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Chandra Bhagat Pharma Ltd.

BSE: 542934 Sector: Others
NSE: N.A. ISIN Code: INE07QQ01016
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P/E 94.72
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OPEN 100.40
CLOSE 100.40
VOLUME 30000
52-Week high 148.50
52-Week low 65.00
P/E 94.72
Mkt Cap.(Rs cr) 76
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Chandra Bhagat Pharma Ltd. (CHANDRABHAGAT) - Director Report

Company director report

To

The Members

CHANDRA BHAGAT PHARMA LIMITED

Your Directors have pleasure in submitting their 18th Annual Report of theCompany together with the Audited Statements of Accounts for the year ended 31stMarch 2021.

 

FINANCIAL PERFORMANCE:

The Financial performance of the Company during the year was as under:

PARTICULARS Year Ended 31.03.2021 Year Ended 31.03.2020
(in Rs) (in Rs)
Income from operations 706953190 939809030
Other Income 4757547 4445102
Total revenue 711710737 944254132
Total Expenses 708921989 940030094
Profit before tax 2788748 4224038
Current Tax 795314 959724
Deferred Tax Charge 94633 116623
Profit after tax 1898801 3147691

 

BUSINESS OPERATION:

The year under the review is having less turnover and profit by wav of financialperformance as company has earned profits in this year also. Your directors are expectingrobust growth in near future.

The Gross income from operations of your Company is Rs. 706953190/- as against Rs.939809030/- in the previous year. The net profit after tax for the year under review isRs. 1898.801/- as against Rs. 3147691/- in the previous year.

 

DIVIDEND

The Board of Directors' do not recommend any dividend for the year under review as theDirectors wants to retain profit for the future expansion of the Company.

 

AMOUNT TRANSFERRED TO RESERVES

The Company has ploughed back its profits into the business and hence transferred theCurrent Year's Profit to Reserves & Surplus Account.

 

ANNUAL RETURN;

As per Section 92(3) r/w Rule 12 of Companies (Management & Administration) Rulesextract of Annual Return of company in form MGT-9 is provided in the Annexure A.

 

NUMBER OF BOARD MEETINGS/ GENERAL MEETING CONDUCTED DURING THE YEAR

During the year ended March 31 2021 the Board met 7 times. The intervening gapbetween the Meetings w'as within the period prescribed under the Companies Act. 2013 (the‘"Act"). Required quorum was present throughout each meeting as per therequirement of the said Act the details of Board meetings are given below;

Sr. No. Board Meeting Dates
1. 10/04/2020
2. 30/06/2020
3. 30/07/2020
4. 17/10/2020
5. 14/11/2020
6. 27/11/2020
7. 31/03/2021
Sr. No. General Meeting Date Purpose AGM/EGM
1. 23/12/2020 1. Adoption of Accounts AGM
2. Auditor Appointment
3. Directors Appointment

 

AUDIT COMMITTEE

The audit committee of the Company is constituted under the provisions of section 177of the Companies Act 2013.

Composition of the Committee:

1. Ravindra Gajanan Awati Non-Executive Independent Director (Chairman);

2. Abha Praveen Doshi Non-Executive Independent Director (Member);

3. Hemant Chandravadan Bhagat Managing Director (Member) and

4. Payal Bansal (Secretary)

During the year under review the Company held 5 Audit Committee meeting on 01/04/202020/06/2020 06/10/2020 15/11/2020 and 18/03/2021.

 

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of the Company is constituted under theprovisions of section 178 of the Companies Act 2013.

Composition of the Committee:

1. Abha Praveen Doshi Non-Executive Independent Director (Chairman);

2. Ravindra Gajanan Awati Non-Executive Independent Director (Member);

3. Pranav Hemant Bhagat Wholetime Director (Member) and

4. Payal Bansal (Secretary).

During the year under review the Company held 3 Nomination and Remuneration Committeemeeting on 20.06.202006.10.2020 and 18.03.2021.

 

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee of the Company is constituted under theprovisions of section 178 of the Companies Act 2013.

Composition of the Committee:

1. Ravindra Gajanan Awati. Non-Executive. Independent Director (Chairman);

2. Abha Praveen Doshi Non-Executive Independent Director (Member);

3. Hemant Chandravadan Bhagat Managing Director (Member) and

4. Payal Bansal (Secretary) w.e.f. 07/01/2020.

During the year under review the Company held 3 Stakeholders Relationship Committeemeeting on 20.06.2020 06.102020 and 18.03.2021.

 

IMTEKMAL COMPLAINT COMMITTEE:

The Internal Complaint Committee of the Company is constituted pursuant to theprovision Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013 ("Act").

Composition of the Committee:

Name of the Director Designation in the Committee
Mr. Hemant Chandravadan Bhagat Presiding Officer
Mr. Pranav Hemant Bhagat Member
Mrs. Prachi Pranav Bhagat Member

 

MEETING OK INDEPENDENT DIRECTOR:

The Meeting of the Independent Director held on Of March. 2021.

 

DECLARATION OK THE INDEPENDENT DIRECTORS:

All Independent Directors have also given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013.

 

SH ARE CAPITAL:

During the year under review. The Authorised Share Capital of the Company Remained atRs. 85.000000.

During the year under review. The Paid up Share Capital of the Company also Remained atRs. 75450.560.'

DIRECTORS^ RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard of Directors of the company confirms that-

(i) In the preparation of the annual accounts for the year ended 31st March 2021 theCompany has followed the applicable accounting standards and there are no materialdepartures from the same.

(ii) Accounting policies were adopted and applied consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of theaffairs of the Company as at 31st March 2021 and of the Profit of the Company for yearended on that date.

(iii) The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act of safeguardingthe assets of the Company and for preventing/ detecting fraud and irregularities have beentaken.

(iv) The Directors have prepared Annual Accounts on a "Going Concern" basis.

(v) They have laid down internal financial controls to be followed by the Company andsuch internal financial controls are adequate and operating effectively;

(vi) The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

 

PERFORMANCE EVALUATION:

The Board of Directors carried out an annual evaluation of the Board itself itsCommittees and individual Directors. The entire Board carried out performance evaluationof each Independent Director excluding the Independent Director being evaluated. TheNomination Remuneration Committee also carried out evaluation of every director'sperformance.

The evaluation was done after taking into consideration inputs received from theDirectors setting out parameters of evaluation. Evaluation parameters of the Board andCommittees were mainly based on Disclosure of Information Key functions of the Board andCommittees Responsibilities of the Board and Committees etc. Evaluation parameters ofIndividual Directors including the Chairman of the Board and Independent Directors werebased on Knowledge to Perform the Role Time and Level of Participation Performance ofDuties and Level of Oversight and Professional Conduct etc.

Independent Directors in their separate meeting evaluated the performance ofNon-Independent Directors Chairman of the Board and the Board as a whole.

 

CORPORATE GOVERNANCE^

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015exempts companies which have listed their specified securities on SME Exchange fromcompliance with corporate governance provisions.

Since the equity share capital of your Company is listed exclusively on the SMEPlatform of BSE the Company is exempted from compliance with Corporate Governancerequirements and accordingly the reporting requirements like Corporate Governance ReportBusiness Responsibility Report etc. are not applicable to the Company.

 

MANAGEMENT DISC l SSION AM) ANALYSIS REPORT:

The Management Discussion and Analysis report has been separately furnished asAnnexure-B in the Annual Report and forms a part of the Annual Report.

 

POLICIES AND DISCLOSURE REOI TREMENTS:

In terms of provisions of the Companies Act 2013 the Company has adopted followingpolicies which are available on its website http://ebepharma.com/

• Vigil Mechanism Policy

• Code for Independent Directors

• Nomination and Remuneration Policy (Attached below)

• Risk Management Policy

• Code of Conduct Director and Sr. Management

• Code of Conduct for prevention of Insider Trading

• Policy on Related Party Transactions

 

COMPANY'S POLICY RELATING TO APPOINTMENT. PAY MENT OF REMUNERATION TO DIRECTORS ANDDISCHARGE OE THEIR DUTIES

Pursuant to the provision of Section 178 of the Companies Act 2013 and at therecommendation of Nomination and Remuneration Committee has devised Nomination andRemuneration Policy relating to appointment of Key Managerial Personnel and DirectorsDirectors qualifications positive attributes independence of Directors and theirremuneration and other related matters as provided under Section 178(3) of the CompaniesAct 2013. The brief abstract of the Policy is given below':

Policy Abstract:

I. The role of the Committee as per the Nomination & Remuneration Policy will be asunder:

• To formulate criteria for determining qualifications positive attributes andindependence of a Director.

• To formulate criteria for evaluation of Independent Directors and the Board.

• To identify persons who are qualified to become Directors and who may beappointed in Senior Management in accordance with the criteria laid down in this policy.

• To carry' out evaluation of Director's performance.

• To recommend to the Board the appointment and removal of Directors and SeniorManagement.

• To recommend to the Board policy relating to remuneration for Directors. KeyManagerial Personnel and Senior Management.

• To devise a policy on Board diversity composition size.

• Succession planning for replacing Key Executives and overseeing.

• To carry' out any other function as is mandated by the Board from time to timeand / or enforced by any statutory notification amendment or modification as may beapplicable.

• To perform such other functions as may be necessary or appropriate for theperformance of its duties.

II. Policy for Appointment and Removal of Director Key Managerial Personnel and SeniorManagement:

a) The Committee shall identify and ascertain the integrity qualificationexpertise and experience of the person for appointment as Director KMP or at SeniorManagement level and recommend his / her appointment as per Company's Policy.

b) A person should possess adequate qualification expertise and experience for theposition he / she is considered for appointment. The Committee has authority to decidewhether qualification expertise and experience possessed by a person is sufficient /satisfactory for the position.

c) The Company shall not appoint or continue the employment of any person as Whole-timeDirector who has attained the age of seventy years. Provided that the term of the personholding this position may be extended beyond the age of seventy years with the approval ofshareholders by passing a special resolution.

III. Policy For Remuneration To Directors / KMP/ Senior Management Personnel:

1) Remuneration to Managing Director /Whole-time Directors:

a) The Remuneration/Commission etc. to be paid to Managing Director / Whole-timeDirectors etc. shall be governed as per provisions of the Companies Act 2013 and rulesmade there under or any other enactment for the time being enforce and the approval soobtained from the Members of the Company.

b) The Nomination and Remuneration Committee shall make such recommendations to theBoard of Directors as it may consider appropriate with regard to remuneration to ManagingDirector /Whole-time Directors.

2) Remuneration to Non-Executive/ Independent Directors:

a) The Non-Executive /Independent Directors may receive sitting fees and such otherremuneration as permissible under the provisions of Companies Act 2013. The amount ofsitting fees shall be such as may be recommended by the Nomination and RemunerationCommittee and approved by the Board of Directors.

b) All the remuneration of the Non-Executive /Independent Directors (excludingremuneration for attending meetings as prescribed under Section 197 (5) of the CompaniesAct. 2013) shall be subject to ceiling/ limits as provided under Companies Act 2013 andrales made there under or any other enactment for the time being in force. The amount ofsuch remuneration shall be such as may be recommended by the Nomination and RemunerationCommittee and approved by the Board of Directors or shareholders as the case may be.

c) An Independent Director shall not be eligible to get Stock Options and also shallnot be eligible to participate in any share based payment schemes of the Company.

d) Any remuneration paid to Non-Executive /Independent Directors for services renderedwhich are of professional in nature shall not be considered as part of the remunerationfor the purposes of clause (b) above if the following conditions are satisfied:

i) The Sendees are rendered by such Director in his capacity as the professional ;and

ii) In the opinion of the Committee the director possesses the requisite qualificationfor the practice of that profession.

3) Remuneration to Key Managerial Personnel and Senior Management:

a) The remuneration to Key Managerial Personnel and senior Management shall consistof fixed pay and incentive pay in compliance with the provisions of the Companies Act2013 and in accordance with the Company's Policy.

b) The Fixed pay shall include monthly remuneration employer's contribution toProvident Fund contribution to pension fund pension schemes etc. as decided from timeto time.

c) The Incentive pay shall be decided based on the balance between performance of theCompany and performance of the Key Managerial Personnel and Senior Management to bedecided annually or at such intervals as may be considered appropriate.

 

P.ARTK'I LARS OK LOANS. Cl ARAM I KS OR INVESTMENTS MADE UNDER SECTION 1X6 OF THECOMPANIES ACT 2013:

The particulars pertaining to section 186 of Companies Act 2013 relating to loans.Guarantees and Investments are not applicable to the company. The disclosure of otherloans guanrantees and investments are made in financial statements of the company.

 

PARTId LARS OF CONTRACT'S OR ARKA.NGEMOTS \L\Dli W I TH RELATED PARTIES:

All related party transactions that were entered during the financial year were onarm's length basis and were in the ordinary course of business. There are no significantrelated part)' transactions made by the Company with Promoters Directors. Key ManagerialPersonnel or other designated persons which may have a potential conflict with theinterest of the Company at large.

Accordingly particulars of contracts or arrangements with related party' referred toin section 188(1) along with the justification for entering into such contract orarrangement in Form AOC-2 does not form part of the report.

 

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with Secretarial Standards issued by the Institute of CompanySecretaries of India on Board Meetings and Annual General Meetings.

 

MATERIAL CHANGES AND COMMITMENT:

The onset of COVID-19 pandemic in India resulted in a nation-wide lockdown in April2021. This may impact the growth prospects of the Company due to overall economicslow-down across all business segments. The growth strategies will have to bere-calibrated considering the revised economic scenarios. Various measures are beingannounced by Regulators to support the economy the impact of which is difficult to assessat present.

Business Impact on Company due to COVID-19 pandemic:

• March disbursement was restricted to planned disbursement.

• No major impact on Balance Sheet and P&L of FY21.

• Lockdown continues in many areas across the country.

• Difficult to make an assessment during lockdown.

• Full Impact on business to be seen in HI FY21.

The onset of COVID -19 has major impact on 2020-21 Financials as Both revenue andProfit of the Company has decreased as compared to Previous Financials Year.

Apart from above no material changes and commitments affecting the financial positionof the Company occurred between the end of the financial year to which this financialstatements relate on the date of this report.

 

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

(A) CONSERVATION OF ENERGY:

The Company has been continuously making efforts to reduce energy consumption. Themanagement is striving to achieve cost reduction by economical usage of energy.

(i) The steps taken or impact on conserv ation of energy :

The Company has been continuously making efforts to reduce energy consumption and themanagement is striving to achieve cost reduction by economical usage of energy.

(ii) The steps taken by the company for utilising alternate source of energy :

As the Company needs only minimum level of energy it has not looked in to analternative source of energy.

(iii) The capital investment on energy conservation equipment:

The Company has not made any capital investment as it is not required at this stage.

(B) TECHNOLOGY ABSORPTION:

The company does not use any imported technology and the company is not into field ofresearch and development and hence no major cost incurred during the period under review.

(Q FOREIGN EXCHANGE EARNINGS AND OUT GO:

During the period under review the company does have the foreign exchange earnings ofRs.367536637/- and out go of Rs.70309805/-.

 

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF HIECOMPANY:

Risk Management is the process of identification assessment and prioritization ofrisks followed by coordinated efforts to minimize monitor and mitigate/control theprobability and/or impact of unfortunate events or to maximize the realization ofopportunities. The Company has laid down a comprehensive Risk Assessment and MinimizationProcedure which is reviewed by the Board front time to time. These procedures are reviewedto ensure that executive management controls risk through means of a properly definedframework. The major risks have been identified by the Company and its mitigationprocess/measures have been formulated in the areas such as business project executionevent financial human environment and statu tor) compliance.

 

DETAILS Of POLKA DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES:

The provisions of Section 135 of the Companies Act 2013 read with Companies (CorporateSocial Responsibility Policy) Rules 2014 are not applicable to the Company as on March31 2021. Hence your Company is not required to adopt the CSR Policy or constitute CSRCommittee during the year under review.

 

DEPOSITS:

The company has not accepted/renewed any deposits during the year under review.

 

DIRECTORS:

The Board is duly constituted according to the provisions of the Company Act.

The Directors on the Board have submitted notice of interest under Section 184(1)intimation under Section 164(2) of the Companies Act 2013 and declaration as tocompliance with the Code of Conduct of the Company.

The present Directors of the Company are Mr. Pranav Hem ant Bhagat Mr. HemantChandravadan Bhagat. Mr. Ravindra Gajanan Awati Ms. Prachi Pranav Bhagat Ms AbhaPraveeen Doshi.

Name of Dorector/ KMP Designation Promoter/ Independent Executive/ Non Executive Date of Appointment
1. Hemant Chandravadan Bhagat Managing Director Promoter Chairman 10/03/2003
2. Pranav Hemant Bhagat Wholetime Director Promoter Executive 17/05/2004
3. Prachi Pranav Bhagat Director Promoter Executive 04/09/2017
4. Prachi Pranav Bhagat CFO KMP Executive 31/08/2019
5. Ravindra Gajanan Aw'ati Director Independent Non - Executive 31/08/2019
6. Abha Praveen Doshi Director Independent Non - Executive 15/07/2019
Payal Ban sal CS KMP Executive 07/01/2020

In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mrs. Praehi Pranav Bhagat retires by rotation at theforthcoming Annual General Meeting and being eligible offers herself for re-appointment.

 

STATUTORY AUDITORS:

As per the provisions of Section 139 of the Act read with the Companies (Audit andAuditors) Rules 2014 the members of the Company had appointed M/s. A Y &COMPANY Chartered Accountants (Firm Registration No. 020829C) as the StatutoryAuditor of your Company in AGM held on 25.09.2019 for a period of 4 years to hold officetill the conclusion of Annual General Meeting to be held in the year 2023.

The Company has received written confirmation to the effect that they are notdisqualified from acting as the Statutory Auditors of the Company in the terms ofprovisions of Section 139 and 141of the Act and rules framed there under.

 

INTERNAL FINANCIAL CONTROL SYSTEMS AM) THEIR ADEQUACY:

The Board has laid down standards processes and procedures for implementing theinternal financial controls across the organization. After considering the framework ofexisting internal financial controls and compliance systems; work performed by theStatutory Auditors Secretarial Auditors and External Consultants; reviews performed bythe Management and relevant Board Committees including the Audit Committee the Board isof the opinion that the Company's internal financial controls with reference to thefinancial statements were adequate and effective during the financial year 2020-21.

 

INTERNAL CONTROL SYSTEMS;

Adequate internal control systems commensurate with the nature of the Company'sbusiness and size and complexity of its operations are in place and have been operatingsatisfactorily. Internal control systems comprising of policies and procedures aredesigned to ensure reliability of financial reporting timely feedback on achievement ofoperational and strategic goals compliance with policies procedure applicable law's andregulations and that all assets and resources are acquired economically used efficientlyand adequately protected.

 

SECRETARIAL AUDIT:

In accordance with the provisions of Section 204 of the Companies Act 2013 read withthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theBoard has appointed M/s. Amit Dharmani & Associates Company Secretaries asSecretarial Auditors for the financial year 2020-21. The Secretarial Audit Report for thefinancial year ended March 312021 is set out in Annexure-C to this Report.

 

COST AL DU OR:

As per provision of section 148(3) of Companies Act 2013 and rule 6(2) of Companies(Cost records and audit) Rules 2014. the Company is not required to appoint a costauditor to audit the cost records of the Company.

 

PARTICl LARS OF EMPLOYEES AM) REMUNERATION

The information required under Section 197 & Rule 5 of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 is given below-.

a) Ratio of remuneration of each Director to the employees' median remuneration:

Director Designation Remuneration p.a. (Rs.) Ratio
Uemant Chandravadan Bhagat Managing Director 960000 4.59
Pranav I lemant Bhagat Wholetime Director 900000 4.30
Praehi Pranav Bhagat Director & CFO 0 0
Payal Ban sal CS 0 0
Ravindra Gajanan Awati Independent Director 0 0
Abha Praveen Doshi Independent Direetor 0 0

b) Percentage increase in the median remuneration of employees in the financial year2020-21: NIL

c) Number of permanent employees on the rolls of the Company as on March 312021: 48

d) Average percentile increase made in the salaries of employees other than keymanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:

e) It is hereby affirmed that the remuneration paid during the year is as per theRemuneration policy of the Company.

f) There is no employee covered under the provisions of section 197(14) of theCompanies Act. 2013.

There was no employee in the Company who drew remuneration of Rs. 10200000/ - perannum during the period under review. Hence the Company is not required to disclose anyinformation as per Rule 5(2) of the Companies (Appointment and Remuneration) Rules 2014.

Explanation on m dttors reports

A. Auditors Report

There are no qualifications or reservation or adverse remarks made by the Auditors intheir report for the year under review.

B. AnnReport

There are no qualifications or reservation or adverse remarks made by the Auditors intheir report for the year under review.

REPORTING OFFRAUDS BY AUDITORS

During the year under review the Statutory Auditors have not reported any instances offrauds committed in the Company by its Officers or Employees under Section 143(12) of theCompanies Act 2013

GENERAL:

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transaction on these items during the year under review.

1. Details relating to Deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend voting or otherwise.

3. Issue of equity shares (including sweat equity shares) and ESOS to employees of theCompany under any scheme.

4. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.

5. There were no instance of non-exercising of voting rights in respect of sharespurchased directly by the employees under a scheme pursuant to section 67(3) of the Actread with Rule 16(4) of Companies (Share Capital and Debenture) Rules 2014 and hence noinformation has been furnished.

ACKNOWLEDGEMENTS:

Your Directors would like to express their sincere appreciation of the co-operation andassistance received from Shareholders. Bankers regulatory bodies and other businessconstituents during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for thecommitment displayed by all executives officers and staff resulting in successfulperformance of the Company during the year. Your Directors look forward to the continuedsupport of all stakeholders in the future.

PLACE: MUMBAI HE MAM C BHAGAT PRANAV I IE MAM BHAGAT
DATE: 20.10.2021 MANAGING DIRECTOR WHOLETIME DIRECTOR)
(DIN: 00233530) (DIN: 00156362)

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