You are here » Home » Companies » Company Overview » Chemo Pharma Laboratories Ltd

Chemo Pharma Laboratories Ltd.

BSE: 506365 Sector: Health care
NSE: N.A. ISIN Code: INE320M01019
BSE 00:00 | 15 Mar 11.70 0
(0.00%)
OPEN

11.70

HIGH

11.70

LOW

11.70

NSE 05:30 | 01 Jan Chemo Pharma Laboratories Ltd
OPEN 11.70
PREVIOUS CLOSE 11.70
VOLUME 678
52-Week high 40.75
52-Week low 11.70
P/E 12.86
Mkt Cap.(Rs cr) 2
Buy Price 11.70
Buy Qty 23.00
Sell Price 11.70
Sell Qty 477.00
OPEN 11.70
CLOSE 11.70
VOLUME 678
52-Week high 40.75
52-Week low 11.70
P/E 12.86
Mkt Cap.(Rs cr) 2
Buy Price 11.70
Buy Qty 23.00
Sell Price 11.70
Sell Qty 477.00

Chemo Pharma Laboratories Ltd. (CHEMOPHARMALAB) - Director Report

Company director report

AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

TO

THE MEMBERS OF

M/S. CHEMO PHARMA LABORATORIES LIMITED

The Board of Directors take pleasure in presenting the Seventy Sixth Annual Reporttogether with the Audited Financial Statements for the year ended 31st March 2018.The Management Discussion and Analysis has also been incorporated into this report.

FINANCIAL RESULTS

1. OVERVIEW

The Financial Statements have been prepared provisions of Section 129 and Schedule IIIof Companies Act 2013 and in accordance with the Indian Accounting Standard under theCompanies (Indian Accounting Standards) Rules 2015 and under Section 133 of the said Actread with Rule 7 of the Companies (Accounts) Rules 2014. Our management acceptsresponsibility or the integrity and objectivity of these financial statements as well asfor various estimates and judgments used therein. The estimates and judgments relating tothe financial statements have been made on a prudent and reasonable basis so that thefinancial statements reflect in a true and fair manner the form and substance oftransactions and reasonably present our state of affairs profits and cash flows for theyear.

2. FINANCIAL RESULTS

Particulars 31/03/2018 31/03/2017
(Rs.) (Rs.)
Income
- Other Income 11055147 56080714
Profit before Tax and Depreciation 7668081 53356518
Less: Depreciation 34518 260
Profit after Depreciation but before Tax 7633563 53356258
Less: Tax Expenses for the Current year 1450000 6515000
Less: Tax Expenses Adjustment previous year 5177280 -
Profit after Tax 1006283 46841258
Earning Per Share (Nominal Value of Share Rs. 10/-) Basic & Diluted 0.67 31.23

3. DIVIDEND

In order to conserve funds for the business of the Company the Board of Directors donot recommend any dividend for the financial year 2017-2018.

4. SHARE CAPITAL

The paid up Equity Share Capital as on 31st March 2018 was Rs.1.5 Crore. During theyear under review the Company has not issued shares with differential voting rights norgranted stock options nor sweat equity.

5. INDUSTRY STRUCTURE AND DEVELOPMENTS

Since the Company had discontinued its manufacturing operations few years back theDirectors are exploring new business opportunities.

6. OUTLOOK OPPORTUNITIES AND THREATS

At present the Company is not carrying any manufacturing operation and hence surplusfunds have been deployed in a manner that same can be liquidated at any time to meetCapital requirement of the new business.

7. RISK AND CONCERN

The Company has adopted Risk Management Policy as per Section 134 (3) (n) of theCompanies Act 2013. This framework seeks to create transparency minimize adverse impacton the business objectives and enhance the Company's competitive advantage. The businessrisk policy defines the risk management approach which helps in identifying risks trendexposure and potential impact analysis at a Company level as also separately for businesssegments. The detailed risk management policy has been hosted on the website of theCompany. There are no perceived risks in the present activity.

8. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place well defined and adequate internal controls commensurate withthe size of the Company and the same were operating effectively throughout the year.

The Company has an in-house Internal Audit Function (IA). To maintain its objectivityand independence the IA Department evaluates the efficacy and adequacy of internalcontrol system its compliance with operating systems and policies of the Company andaccounting procedures at all locations of the Company. Based on the report of IA functionprocess owners undertake corrective action in their respective areas and therebystrengthening the controls. Significant audit observations and corrective actions thereonare presented to the Audit Committee of the Board.

The Company has in place adequate internal financial controls commensurate with thesize scale and complexity of its operations. The Company has policies and procedures inplace of ensuring proper and efficient conduct of the business the safeguarding of itsassets the prevention and detection of frauds and errors the accuracy and completenessof the accounting records and timely preparation of reliable financial information.

Pursuant to Section 138 of the Companies Act 2013 the Company has appointed M/s.Sarda Soni & Associates LLP as an Internal Auditor of the Company. Pursuant to Section134 (5) (e) of the Companies Act 2013 the Board of Directors has adopted InternalFinancial Control Policy which has also been hosted on Company's Website.

9. DIRECTORS

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation16 and 25 of SEBI (Listing Obligations And Disclosure Requirements) Regulations 2015) forfulfilment of their responsibilities in a professional and faithful manner and to promoteconfidence of the investment community particularly Minority Shareholders regulators ofthe Company.

Smt. Shanta Somani Director of the Company retires by rotation at the ensuing AnnualGeneral Meeting.

Shri. Ghanshyam Kamlashankar Joshi Director and Committee Member of the Company gavehis resignation letter on 3rd January 2018 to the Company for getting resigned from theposition of Directorship and Committee Member of the Company which was placed beforeNomination and Remuneration Committee. The Committee perused and recommended the same tothe Board of Directors for taking the same into record. The Board of Directors took therecommendation of the Nomination and Remuneration Committee into consideration andaccepted the resignation letter of Shri. Ghanshyam Kamlashankar Joshi in their Meetingheld on 24th January 2018.

Shri. Toby Antony gave his letter of consent to become the Additional Director of theCompany vide letter dated 3rd January 2018 which was placed before the Nomination andRemuneration Committee. The Committee reviewed and recommended the same to the Board totake the same into consideration. The Board of Directors in its meeting held on 24thJanuary 2018 perused the consent letter and considered the recommendation of Nominationand Remuneration Committee by accepting the same. The Board further decided to appoint himas an Additional Director of the Company and designate him in the Category ofNon-Executive Independent Director. Shri. Toby Antony is proposed to be appointed asNon-Executive Independent Director for a term of Five (5) years w.e.f. 24 January 2018subject to the approval of Shareholders.

Shri. Shreeniwas Somani gave his consent vide letter dated 21 February 2018 which wasplaced before the Nomination and Remuneration Committee. The Committee reviewed andrecommended the same to the Board of Directors. The Board of Directors perused the consentletter and considered the recommendation of Nomination and Remuneration Committee byaccepting the consent letter in its meeting held on 5 March 2018. The Board furtherdecided to appoint him as an Additional Director and Chief Executive Officer (CEO) of theCompany. The Board of Directors also appointed Shri. Shreeniwas Somani as an ExecutiveDirector of the Company for a period of three (3) years w.e.f. 5 March 2018 subject tothe approval of Shareholders by way of Special Resolution.

Smt. Shanta Somani placed letter of resignation from the position of Chief ExecutiveOfficer(CEO) and continue as only Executive Director of the Company on 20th February2018 before Nomination and Remuneration Committee. The Committee reviewed and recommendedthe same to the Board.

The Board of Directors in its meeting held on 5th March 2018 perused the letter andconsidered the recommendation of Nomination and Remuneration Committee and decided thatSmt. Shanta Somani will no more be designated as Chief Executive Officer (CEO) and willcontinue to remain as Whole-Time Director of the Company.

10. INDEPENDENT DIRECTORS

Independent Directors play an important role in their governance process of the Board.They bring to bear their expertise and experience on the deliberations of the Board. Thisenriches the decision making process at the Board with different point of view andexperiences and prevents conflict of interest in the decision making process.

The appointment of Independent Director is carried out in a structured manner. TheNomination and Remuneration Committee identifies potential candidates based on certainlaid down criteria and takes in to consideration the diversity of the Board.

The Independent Directors have been appointed for a fixed tenure of five years fromtheir respective dates of appointment.

None of the Independent Directors serves as "Independent Directors" in morethan seven listed entities.

During the year under review the Independent Directors met on 23rd March 2018 interalia to discuss:

(a) Evaluation of the Performance of Non-Independent Directors and the Board ofDirectors as a whole.

(b) Evaluation of the Performance of the Chairman of the Company taking into accountthe views of the Executive and Non-Executive Directors.

(c) 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 reasonablyperform its duties.

All the Independent Directors were present throughout the Meeting. They expressed viewson the business transacted at the Meetings and the openness with which the Managementdiscussed various subject matters on the agenda of the meetings. Their suggestions werediscussed at the Board Meeting and are being implemented to ensure a more robustinteraction at the Board level.

Shri. Toby Antony gave his consent to become the Additional Director of the Companyvide Letter dated 3rd January 2018 before the Board of Directors. The Board in itsmeeting held on 24th January 2018 perused and accepted the consent letter and decided toappoint him as an Additional Director and member of the Committees of the Company in placeof Shri. Ghanshyam Kamlashankar Joshi. The Board further decided to appoint him as anAdditional Director and designate him as Non-Executive Independent Director. Shri. TobyAntony is proposed to be appointed as Non-Executive Independent Director for a term ofFive (5) years w.e.f. 24th January 2018.

11. INDUCTION PROGRAMME FOR NEW DIRECTORS AND ONGOING FAMILIRIAZATION PROGRAMME FOREXISTING INDEPENDENT AND NON-INDEPENDENT DIRECTORS

An appropriate induction programme for new Directors and ongoing familiarization withrespect to the business/working of the Company for all Directors is a major contributionfor meaningful Board Level deliberations and sound business decisions.

At the time of appointing a Director a formal letter of appointment is given tohim/her which interalia explains his/her role function duties and responsibilities andthe Board's expectations from him/her as a Director of the Company. The Director is alsoexplained in detail the compliances required from him/her under the Act SEBI Regulationsand other relevant regulations and his/her affirmation taken with respect to the same.

A Presentation is also shared with newly appointed Director giving an overarchingperspective of the industry organizational set-up of the Company the functioning ofvarious divisions/departments the Company's market in which it operates governance andinternal control process and other relevant information pertaining to the Company'sbusiness.

The above initiatives help the Directors to understand the Company its business andthe regulatory framework in which the Company operates and equips him/her to effectivelyfulfill his/her role as the Director of the Company.

12. COMPOSITION OF BOARD OF DIRECTORS

The Company's Board comprises of Six Directors - Three of them are Executive Directorsand remaining three are Non-Executive Independent Directors. The Chairman of the Board isExecutive Director. The number of Non-Executive Independent Directors is 50% of the totalstrength of the Board.

During the year Five (5) Board Meetings were held on 22/05/2017 18/07/201718/10/2017 24/01/2018 and 05/03/2018. The attendance of the Directors in the BoardMeetings and last Annual General Meeting is given here below.

Name Category and Designation No. of Board Meetings attended during the year 2017-2018 Whether attended last AGM No. of Directorship in other Limited Companies No. of Membership of committees other than the Company No. of Chairmanship of committees other than the Company
Shri. Prakash Chand Jain ID 05 No Nil Nil Nil
Shri. Ghanshyam Kamlashankar Joshi [Resigned w.e.f. 24/01/2018] ID 04 No 01 Nil Nil
Shri. Ashok Somani ED 05 Yes 01 Nil Nil
Shri. Balkishan Lohia ID 05 No Nil Nil Nil
Smt. Shanta Somani ED 05 No 01 Nil Nil
Shri. Toby Antony [Appointed as Additional Director in the Category of Non-Executive Independent Director w.e.f.24/01/2018] ID 01 No 01 Nil Nil
Shri. Shreeniwas Somani [Appointed as Additional Director in the Category of Executive Director w.e.f.05/03/2018] ED Nil No 01 Nil Nil

ED - Executive Director

ID - Independent Director

13. BOARD COMMITTEES

The Board has constituted the following Committees of Directors:

(a) AUDIT COMMITTEE

The constitution of Audit Committee meets with the requirements of Section 178 of theCompanies Act 2013.

i. Terms of Reference

The Audit Committee acts as link between Statutory and Internal Auditor and the Boardof Directors. It assists the Board in fulfilling its oversight responsibilities ofmonitoring financial reporting processes reviewing the Company's statutory and internalaudit activities. Majority of the members on the Committee including the Chairman areIndependent Directors. The Committee is governed by a Charter which is in line with theRegulatory Requirements mandated under Section 177 of the Companies Act 2013 read withthe Rule 6 of The Companies (Meetings of Board and its Powers) Rules 2014 and SEBIRegulations. The terms of reference of the Audit Committee are as follows -

1. Review the scope of the Statutory Auditors the Annual Audit Plan and the InternalAudit

2. Plan with a view to ensure adequate coverage.

3. Review the significant audit findings from the statutory and internal audits carriedout the recommendations and Management's response thereto.

4. Review and recommend to the Board the appointment/re-appointment of the StatutoryAuditors and Internal Auditors considering their independence and effectiveness and theirreplacement and removal.

5. Approve such additional services to be rendered by the Statutory Auditors exceptthose enumerated in Section 144 of the Companies Act 2013 and payment for such services.

6. To recommend to the Board the remuneration of the Statutory Auditors/InternalAuditors.

7. To discuss with the Statutory Auditors/Internal Auditors any significantdifficulties encountered during the course of the Audit.

8. Review Annual Audit Report submitted by the Internal Auditor.

ii. Composition

The Audit Committee comprises of three members all of which are Independent Directors.Since Shri. Ghanshyam Kamlashankar Joshi Director and Committee Member of the Companygave his resignation letter on 03rd January 2018 which was accepted by the Board ofDirectors in its Meeting held on 24th January 2018.

The Board of Directors in its meeting held on 24th January 2018 appointed Shri. TobyAntony as an Additional Director and designated him as Non-Executive Independent Director.Shri. Toby Antony has also been introduced as a member of the Audit Committee in place ofShri. Ghanshyam Kamlashankar Joshi.

Following are the members of the Committee after Re-Constitution of the Compositionwith effect from 24/01/2018:

1. Shri. Balkishan Lohia Chairman
2. Shri. Toby Antony Member
3. Shri. P. C. Jain Member

The Audit Committee met for Four (4) times during the year i.e. on 22/05/201718/07/2017 18/10/2017 and 24/01/2018. The attendances of members are as follows:

Name Category Meetings during the year 2017-2018
Held Attended
Shri. G. K. Joshi (Resigned w.e.f. 24/01/2018) Chairman 4 4
Shri. Balkishan Lohia(Chairman w.e.f. 24/01/2018) Member 4 4
Shri. P. C. Jain Member 4 4
Shri. Toby Antony (Appointed w.e.f. 24/01/2018) Member - -

iii. The Powers of the Audit Committee include:

• To investigate any activity within its terms of reference.

• To seek information from any employee.

• To obtain outside legal or other professional advice.

• To secure attendance of outsiders with relevant expertise if it considersnecessary.

iv. Internal Financial Controls and Governance Process

a. Review the adequacy and effectiveness of the Company's system and internal controls.

b. Review and discuss with the Management the Company's major financial risk exposuresand steps taken by the Management to monitor and control such exposure.

c. To oversee and review the functioning of vigil mechanism (implemented in the Companyas Ethical view Reporting Policy) and to review the findings of investigations into casesof material nature and the actions taken in respect thereof.

All the Members of the Audit Committee possess the requisite qualification forappointment on the Committee and have sound knowledge of finance accounting practices andinternal controls.

The Representative of the Statutory Auditors are permanent invitees to the AuditCommittees. They have attended all the Audit Committee Meetings held during the year. TheChief Financial Officer (CFO) attended the meetings of Committee. The Company Secretary isthe Secretary to the all the Committee Meetings of the Company.

(b) STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee comprises of three Members all of which areIndependent Directors. The Committee is governed by a Charter.

i. Terms of Reference

The terms of reference of the Committee are as follows -

a) To scrutinize and approve registration of transfer of shares/ debentures/ warrantsissued / to be issued by the Company.

b) To decide all questions and matters that may arise in regard to transmission ofshares / debentures / warrants issued / to be issued by the Company.

c) To approve and issue duplicate shares / debentures / warrants certificates in lieuof those reported lost.

d) To refer to the Board and any proposal of refusal of registration of transfer ofshares / debentures / warrants for their consideration.

e) To look into Shareholders and investors complaints like transfer of shares non-receipt of annual reports non-receipt of declared dividends etc.

f) To delegate all or any of its powers of Officers/ Authorized Signatories of theCompany.

g) To issue new certificates against subdivision of shares renewal split orconsolidation of share certificates / certificates relating to other securities.

h) To issue and allot debentures bonds and other securities subject to such approvalsas may be required;

i) To approve and monitor Dematerialization of shares / debentures / other securitiesand all matters incidental or related thereto.

j) To authorize the Company Secretary and Head Compliance / other Officers of the ShareDepartment to attend to matters relating to non-receipt of annual reports notices nonreceipt of declared dividend/interest change of address for correspondence etc. and tomonitor action taken.

ii. Composition

The Constitution and Terms of Reference of the Stakeholders Relationship Committee isin pursuance of Regulation 20 of SEBI (Listing Obligations And Disclosure Requirements)Regulations 2015 and Section 178(5) of the Companies Act 2013.

Since Shri. Ghanshyam Kamlashankar Joshi Director and Committee Member of the Companygave his resignation letter on 3rd January 2018 which was accepted by the Board ofDirectors in its Meeting held on 24th January 2018.

The Board of Directors in its meeting held on 24 January 2018 appointed Shri. TobyAntony as an Additional Director and designated him as Non-Executive Independent Director.Shri. Toby Antony has also been introduced as a member of the Stakeholders RelationshipCommittee in place of Shri. Ghanshyam Kamlashankar Joshi.

Following are the members of the Committee after Re-Constitution of the Compositionwith effect from 24/01/2018:

1. Shri. Balkishan Lohia Chairman
2. Shri. Toby Antony Member
3. Shri. P. C. Jain Member

iii. Powers of the Committee

The Committee

(i) approves and monitors transfers transmission splitting and consolidation ofsecurities and issue of duplicate certificates by the Company;

(ii) looks into various issues relating to shareholders including the redressal ofShareholders' and investors' complaints like transfer of shares non-receipt of BalanceSheet dividend etc; and

(iii) carries out the functions envisaged under the Code of Conduct for Prevention ofInsider Trading which is effective from 15th May 2015.

The Committee met Four (4) times during the year i.e. on 22/05/2017 18/07/201718/10/2017 and 24/01/2018. The attendances of members are as follows:

Name Category Meetings during the year 2017-2018
Held Attended
Shri. G. K. Joshi (Resigned w.e.f. 24/01/2018) Chairman 4 4
Shri. Balkishan Lohia(Chairman w.e.f. 24/01/2018) Member 4 4
Shri. P. C. Jain Member 4 4
Shri. Toby Antony (Appointed w.e.f. 24/01/2018) Member - -

(c) NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee is governed by a Charter. The Chairman alongwith the other members of the Committee are Independent Directors.

i. Terms of Reference

The terms of reference of the Committee interalia include the following -

a) Succession planning of the Board of Directors and Senior Management Employees;

b) Identifying and selection of candidates for appointment as Directors / IndependentDirectors based on certain laid down criteria;

c) Identifying potential individuals for appointment as Key Managerial Personnel and toother Senior Management positions;

d) Formulate and review from time to time the policy for selection and appointment ofDirectors Key Managerial Personnel and senior management employees and theirremuneration;

e) Review the performance of the Board of Directors and Senior Management Employeesbased on certain criteria as approved by the Board. In reviewing the overall remunerationof the Board of Directors and Senior Management the Committee ensures that theremuneration is reasonable and sufficient to attract retain and motivate the bestmanagerial talent the relationship of remuneration to performance is clear and meetsappropriate performance benchmarks and that the remuneration involves a balance betweenfixed and incentive pay reflecting short term and long term objectives of the Company.

ii. Composition

The Composition of the Committee is composed pursuant to the Section 178 of theCompanies Act 2013.

Since Shri. Ghanshyam Kamlashankar Joshi Director and Committee Member of the Companygave his resignation letter on 3rd January 2018 which was accepted by the Board ofDirectors in its Meeting held on 24th January 2018.

The Board of Directors in its meeting held on 24 January 2018 appointed Shri. TobyAntony as an Additional Director and designated him as Non-Executive Independent Director.Shri. Toby Antony has also been introduced as a member of the Nomination and RemunerationCommittee in place of Shri. Ghanshyam Kamlashankar Joshi.

Following are the members of the Committee after Re-Constitution of the Compositionwith effect from 24/01/2018:

1. Shri. Balkishan Lohia Chairman
2. Shri. Toby Antony Member
3. Shri. P. C. Jain Member

The Nomination and Remuneration Committee met for only two times during 2017-2018 i.e.on 09/01/2017 and 01/03/2018.

Name Category Meetings during the year 2017-2018
Held Attended
Shri. G. K. Joshi Chairman 1 1
Shri. Balkishan Lohia (Chairman w.e.f.24/01/2018) Member 2 2
Shri. P. C. Jain Member 2 2
Shri. Toby Antony Member 1 1

14. BOARD EFFECTIVENESS

a. FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

In compliance with the requirements of SEBI (Listing Obligations And DisclosureRequirements) Regulations 2015 the Company has put in place a familiarization programmeefor the Independent Directors to familiarize them with their role rights andresponsibility as Directors the working of the Company nature of the industry in whichthe Company operates the business model etc. The same is also available on the website ofthe Company and can be accessed.

b. PERFORMANCE EVALUATION OF THE BOARD AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Act and the SEBI Regulations the Board has carriedout the annual performance evaluation of the working of its Audit Nomination andRemuneration and Stakeholders Relationship Committee respectively. The Chairman of theBoard of Directors individually get an overview of the functioning of the Board and itsconstituents interalia on the following broad criteria i.e. attendance and level ofparticipation independence of judgment exercised by Independent Directors interpersonalrelationship etc.

A separate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution independence of judgement safeguarding the interest of theCompany and its minority shareholders etc. The performance evaluation of the IndependentDirectors was carried out by the entire Board. The performance evaluation of the Chairmanand the Non-Independent Directors was carried out by the Independent Directors who alsoreviewed the performance of the Secretarial Department. The Directors expressed theirsatisfaction with the evaluation process.

c. KEY MANAGERIAL PERSONNEL

The following persons have been designated as Key Managerial Personnel of the Companypursuant to the Section 2 (51) and 203 of the Companies Act 2013 read with rulesthere-under -

1. Shri. Ashok Somani - Director and Chief Financial Officer

2. Shri. Shreeniwas Somani - Director and Chief Executive Officer

3. Mrs. Neha Vora - Company Secretary and Compliance Officer

None of the Key Managerial Personnel have resigned during the year.

15. MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year there were Five (5) Board Meetings Four (4) Audit Committee Meetings Four (4)Stakeholders Relationship Committee Meetings and Two (2) Nomination and RemunerationCommittee Meetings were convened and held. The intervening gap between the Meetings waswithin the period prescribed under the Companies Act 2013. The attendance of Meetings areenumerated in the table below -

Board Meetings Held During the Year
Sr. No. Date on which the Board Meeting was held Total Strength of the Board No. of Directors Present
1. 22/05/2017 5 5
2. 18/07/2017 5 5
3. 18/10/2017 5 5
4. 24/01/2018 5 5
5. 05/03/2018 5 5

Stakeholders Relationship Committee Meetings Held During the Year

Sr. No. Date on which the Commmittee Meeting was held Total Strength of the Committee No. of Members Present
1. 22/05/2017 3 3
2. 18/07/2017 3 3
3. 18/10/2017 3 3
4. 24/01/2018 3 3

Audit Committee Meetings Held During the Year

Sr. No. Date on which the Commmittee Meeting was held Total Strength of the Committee No. of Members Present
1. 22/05/2017 3 3
2. 18/07/2017 3 3
3. 18/10/2017 3 3
4. 24/01/2018 3 3

Nomination and Remuneration Committee Meetings Held During the Year

Sr. No. Date on which the Commmittee Meeting was held Total Strength of the Committee No. of Members Present
1. 09/01/2018 3 3
2. 01/03/2018 3 3

16. DIRECTOR`S RESPONSIBILITY STATEMENT

In terms of Section 134 of the Companies Act 2013 We the Directors of ChemoPharma Laboratories Limited state in respect of Financial Year 2017-2018 that:

a) In the preparation of annual accounts the applicable accounting standards have beenfollowed along with proper explanation relating to material departures.

b) The Directors have selected the accounting policies applied them consistently andmade judgments and estimates that are reasonable and 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 of the Company for that period.

c) The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.

d) The Directors have prepared the Annual Accounts on a going concern basis.

e) The Directors have ensured that Proper Internal Financial Controls were in place andthat the financial controls were adequate and were operating effectively.

f) The Directors reviewed that systems are in compliance with the provisions of allapplicable laws and were in place and were adequate and operating effectively.

17. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Details of Loans Guarantees or Investments covered under the provisions of Section 186of the Companies Act 2013 are given in the notes to Financial Statements.

18. RELATED PARTY TRANSACTIONS

There were no Related Party Transaction pursuant to Section 188 (1) of the CompaniesAct 2013 read with Rule 15 of The Companies (Meeting of Board and its Powers) Rules 2014and SEBI (Listing Obligations And Disclosure Requirements) Regulations 2015. The policyon Related Party Transaction approved by the Board has been hosted on the Website of theCompany.

19. PUBLIC DEPOSIT

The Company has not accepted any Public Deposit as per Section 73 of the Companies Act2013 read with the Companies (Acceptance of Deposits) Rules 2014 as on 31/03/2018.

20. PARTICULARS OF EMPLOYEES

Information as per Section 197 of the Companies Act 2013 ("the Act") readwith Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 in respect of employees of the Company can be obtained by an interested shareholderby submitting a written request to the Company. This practice is followed as per theprovisions of Section 136 (1) of the Act. Thus the Report and the Accounts are being sentto all Shareholders excluding the information on employees' particulars under Section 197of the Act read with Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 which is available for inspection by the Members at the RegisteredOffice of the Company during business hours on working days of the Company up to the dateof the ensuing Annual General Meeting. If any Member is interested in obtaining a copythereof such Member may write to the Company in this regard.

21. STATUTORY AUDITORS

In the 74th Annual General Meeting the Statutory Auditors M/s. VMD & Co. (FirmRegistration No. - 125002W) Chartered Accountants were appointed for a term of five yearsi.e. until the conclusion of Seventy Nineth Annual General Meeting i.e. for the FinancialYear 2016-2021 under Section 139 and 142 of the Companies Act 2013 and the rules framedthere-under for appointment as Statutory Auditors of the Company. Necessary resolution forratification of their appointment as Statutory Auditors of the Company is being proposedin the Notice of Annual General Meeting for consideration and approval of the members ofthe Company.

22. AUDITOR'S REPORT

The Statutory Auditors of the Company in their report have not made any adversecomments or qualifications on the accounts of the Company except in respect of disputeddemands towards Central Sales Tax Maharashtra Sales Tax and Income Tax. The explanationgiven on such disputed demands in the note number 14 and 15 is self explanatory and henceno further comments are required in respect thereof.

23. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with Rule 9of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theBoard of Directors on recommendation of Audit Committee has appointed Sachin Sharma &Company Practicing Company Secretaries to undertake the Secretarial Audit of theCompany. The Report of the Secretarial Audit Report is annexed herewith as "AnnexureD".

24. INTERNAL AUDIT

The Board of Directors on recommendation of Audit Committee appointed M/s. Sarda SoniAssociates LLP Practising Chartered Accountants to undertake the Internal Audit of theCompany pursuant to the provisions of Section 138 of the Companies Act 2013 read withRule 13 of the Companies (Accounts) Rules 2014.

25. ENERGY TECHNOLOGY AND FOREIGN EXCHANGE

As required under Section 134 of the Companies Act 2013 read with Rule 8 of theCompanies (Accounts) Rules 2014 the information relating to conservation of energytechnology absorption and foreign exchange earnings and outgo etc. are not given as therehas not been any manufacturing operation during the under report. A copy of Statements ofParticulars under Companies (Disclosure of particulars in the Report of Board ofDirectors) Rules 1988 have been Annexed along with Board's Report in "AnnexureB".

26. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure C".

27. CORPORATE GOVERNANCE

Pursuant to the Regulation 15 of the SEBI (Listing Obligations And DisclosureRequirements) Regulations 2015 which is effective from 1st December 2015 the Companyis not required to comply with provisions of Corporate Governance as its Paid-up Capitalis less then Rs. 10 Crore and its Net worth is also less than Rs. 25 Crore as on31/03/2017.

28. PREVENTION OF INSIDER POLICY

In January 2015 SEBI notified the SEBI (Prohibition of Insider Trading) Regulations2015 which came into force on 15th May 2015. Pursuant thereto the Company has formulatedand adopted a new Code for Prevention of Insider Trading.

The new code viz. "Code of Conduct for Prevention of Insider Trading" allowsthe formulation of a trading plan subject to certain conditions and requires pre-clearancefor dealing in the Company's Shares. It also prohibits the purchase of sale of Company'sShares by the Directors Designated Employees and Connected Persons while in possessionof unpublished price sensitive information in relation to the Company and during theperiod when the Trading is closed and it has been hosted on the Company's Website. Thecode is applicable to all Directors and such employees of the Company who have access tounpublished price sensitive information relating to the Company. Transaction for dealingin the prescribed volume of the security of the Company during the prescribed timerequires prior approval from the Company.

The Board of Directors in its meeting held on 28th May 2015 adopted the policy. A Copyof Detailed Policy is hosted on the website of the Company.

29. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Board of Directors in its Meeting held on 26/09/2014 have adopted Vigil Mechanism/Whistle Blower Policy pursuant to the Section 177(9) of the Companies Act 2013 read withRule 7 of (the Companies of Board and its Powers) Rules 2014 for reporting the genuineconcerns of Directors and Employees and also provide adequate safeguards againstvictimization of persons who use such mechanism. The Details of this policy is publishedon the website of the Company.

30. INTERNAL FINANCIAL CONTROL POLICY

The Board of Directors in its meeting held on 26/09/2014 have adopted InternalFinancial Control Policy pursuant to Section 134 (5) of the Companies Act 2013 forensuring the orderly and efficient conduct of the business the safeguarding of theassets the prevention and detection of frauds and errors the accuracy and completenessof the accounting records and timely preparation of reliable financial information. TheDetails of this policy are published on the website of the Company.

31. CODE OF CONDUCT OF INDEPENDENT DIRECTORS

As per the requirement of Schedule IV of the Companies Act 2013 the Board ofDirectors adopted Code of Conduct of Independent Director in its meeting held on26/09/2014 for the fulfillment of their responsibilities in a professional and faithfulmanner and to promote confidence of the investment community particularly minorityshareholders regulators of the Company a copy of detailed policy is published on thewebsite of the Company.

32. PERFORMANCE EVALUATION POLICY

As per the Listing Agreement entered into with the Company every Listed Company needsto adopt Performance Evaluation Policy for annual evaluation of the Board of Directors andof its own performance (self-appraisals) and that of its committees and individualDirectors as mentioned under the clause (p) of sub-section (3) of Section 134 of theCompanies Act 2013. The Company adopted it in its meeting dated 29/09/2014 details ofthis Policy is published on the Website of the Company.

33. INTERNAL FINANCIAL CONTROL POLICY

The Board of Directors in its Board meeting dated 29/09/2014 adopted Internal FinancialControl Policy pursuant to Section 134 (5) of the Companies Act 2013 for ensuring theorderly and efficient conduct of the business the safeguarding of the assets theprevention and detection of frauds and errors the accuracy and completeness of theAccounting records and timely preparation of reliable financial information. The Detailsof this policy are published on the website of the Company.

34. RISK MANAGEMENT POLICY

The Board of Directors adopted Risk Management Policy in its meeting held on 29/09/2014pursuant to the requirement of Section 134 of the Companies Act 2013 for the purpose ofidentification of elements of risks which may threaten the existence of the Company acopy of detailed policy is published on the website of the Company.

35. ADOPTION POLICIES UNDER SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONSAND DISCLOSURE REQUIREMENTS) REGULATIONS 2015

The Board of Directors had adopted the policies prescribed under SEBI (ListingObligations And Disclosure Requirements) Regulations 2015 in its meeting dated 21stJanuary 2016 copies of which is hosted on website of the Company.

The Polices which were adopted are as follows -

a. Archival Policy

b. Policy on Determination of Materiality of Events or Information Materiality

c. Policy on Preservation of Records

d. Policy on Materiality of Related Party

36. GENERAL BODY MEETINGS

(a) Location and time where last three Annual General Meetings were held:

Annual General Meetings

Financial Year Date Time Location
2016-2017 30/08/2017 04:00 P.M. At Regd. Office Kumud Apt. Kalyan
2015-2016 30/08/2016 04:00 P.M. At Regd. Office Kumud Apt. Kalyan
2014-2015 28/08/2015 05:00 P.M. At Regd. Office Kumud Apt. Kalyan

(b) Whether Special Resolution were put through postal ballot last year : No

(c) Are votes proposed to be conducted through postal ballot this year : No

37. OTHER DISCLOSURES

a. Subsidiary Companies

The Company has No Subsidiary Companies.

b. Disclosure of Accounting Treatment

In the preparation of financial statements the Company has followed the AccountingStandards issued by the Institute of Chartered Accountants of India along with IndianAccounting Standards under the Companies (Indian Accounting Standard) Rules 2015 to theextent applicable. The Financial Statements have been prepared on their historical costconvention and in accordance with the normally the normally accepted accounting principleson accrual basis.

c. Detail of Complaints:

No. of Shareholder's Complaints received during the year : Nil
No. of Complaints resolved to the satisfaction of shareholders : Nil
No. of pending share transfer : Nil

38. MEANS OF COMMUNICATION:

1. Quarterly Results:

The Company has submitted Un-audited Quarterly Result to the Bombay Stock Exchange.

2. Newspapers wherein normally published: Mumbai Lakshadeep And Financial ExpressMumbai

3. Whether Management Discussion & Analysis Report is a part of Annual Report: Yes

39. GENERAL SHAREHOLDER INFORMATION

(a) AGM DATE TIME AND VENUE: Annual General Meeting will be held on Wednesday29th August 2018 at 04:00 P.M. at the Registered Office of the Company at 5-KumudApartment Co. Op. Hsg. Soc. Ltd. Karnik Road Chikan Ghar Kalyan Dist. Thane - 421301

(b) FINANCIAL CALENDAR FOR 2017-2018

Tentative Schedule
Un-audited Results for quarter ending June 30 2018 upto 14th August 2018
Un-audited Results for quarter ending September 30 2018 upto 14th November 2018
Un-audited Results for quarter ending December 31 2018 upto 15th February 2019
Un-audited Results for year ending March 31 2019 upto 16th May 2019
Audited Annual Accounts for the year ending March 31 2019 upto 30th May 2019

(c) DATE OF BOOK CLOSURE: Share Transfer Register will be closed from 24 August2018 to 29th August 2018 (both days inclusive)

(d) Dividend payment date: Not Applicable

(e) Company's Shares are listed in Bombay Stock Exchange

(f) Stock Code: 506365

(g) MARKET PRICE DATA: HIGH LOW DURING EACH MONTH IN LAST FINANCIAL YEAR (2017-2018)

Month BSE Price (Rs.)
High Low
April 17 40.20 22.55
May 17 43.70 34.00
June 17 43.70 41.60
July 17 44.40 35.35
August 17 44.40 39.85
September 17 39.90 35.70
October 17 45.00 40.00
November 17 44.70 40.70
December 17 44.95 40.65
January 18 44.50 36.10
February 18 43.50 38.85
March 18 40.75 40.75

(h) REGISTRAR AND SHARE TRANSFER AGENT

Sharex Dynamic (India) Private Limited

Luthra Ind Premises Unit-1 Safeed Pool

Andheri-Kurla Road Andheri (East) Mumbai - 400072

Tel. No.: (022) 28515606 / 44

Fax No.: (022) 28512885

E-mail Id : sharexindia@vsnl.com

(i) SHARE TRANSFER SYSTEM WITH NUMBER OF SHARES TRANSFERRED:

Shares transfers in physical form are registered and returned within a period of 15-20days from the date of receipt in case documents are completed in all respects. TheStakeholders Relationship Committee meets periodically. The total numbers of sharestransferred during the financial year under review were as below:

No. of transfers No. of Shares
Transfer 47 10115
Other cases
Deletion - -
Transmission - -
Total 47 10115

(j) Dematerialization of shares and liquidity: Yes

(k) Outstanding GDRs/Warrants Convertible Bonds conversion date and its impact onequity: Nil

(l) DISTRIBUTION OF SHARES AS ON 31/03/2018:

No. of Shares No. Shareholders % of Holding
Up to 500 5750 43.20
501-1000 149 7.59
1001-5000 73 9.30
5001-10000 7 2.89
Above 10001 5 37.02
Total 5984 100.00

(m) DISCLOSURE IN REGARD TO SECTION 197 OF THE COMPANIES ACT 2013 READ WITH RULE 5 OFTHE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014

Information as per Section 197 of the Companies Act 2013 ("the Act") readwith Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 in respect of employees of the Company can be obtained by an interested shareholderby submitting a written request to the Company Secretary. This practice is followed as perthe provisions of Section 136 (1) of the Act. Thus the Report and the Accounts are beingsent to all shareholders excluding the information on employees' particulars underSection 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.

(n) DISCLOSURE OF ACCOUNTING TREATMENT

The Company has followed the Companies (Accounting Standards) Amendment Rules 2016 andamended Accounting Standards prescribed by the Institute of Chartered Accountants of India(ICAI) along with Indian Accounting Standards under the Companies (Indian AccountingStandard) Rules 2015 while preparing Financial Statements of the Company.

(o) REDRESSAL OF SHAREHOLDERS GRIEVANCE

The Shareholders of the Company can send their complaints/grievances to either theaddress of Registered Office as mentioned above or to the Registrar and Share TransferAgents or to the Corporate Office of the Company which is following:

Chemo Pharma Laboratories Limited

03rd Floor Empire House 214 Dr. D. N. Road Mumbai - 400 001.

You can also post your query to our Email Address i.e. chemopharmalab@gmail.com

40. POSTAL BALLOT

There were no resolution passed through Postal Ballot Mode.

41. ANNUAL LISTING FEES

The Company has paid Rs. 295000/- as Listing Fees for the period 01/04/2017 -31/03/2018.

42. ENHANCING SHAREHOLDERS VALUE

Our Company believes that its Members are among its most important stakeholders.Accordingly our Company's operations are committed to the pursuit of achieving highlevels of operating performance and cost competitiveness consolidating and building forgrowth enhancing the productive asset and resource base and nurturing overall corporatereputation. Our Company is also committed to creating value for its other stakeholders byensuring that its corporate actions positively impact the socioeconomic and environmentaldimensions and contribute to sustainable growth and development.

43. CAUTIONARY STATEMENT

Statements in the Board Report and the Management Discussion and Analysis describingthe Company's objectives projections estimates expectations or predictions may be'forward-looking statements' within the meaning of applicable securities laws andregulations. Actual results could differ materially from those expressed in the statement.The Company undertakes no obligation to publicly update or revise any forward lookingstatements whether as a result of new information future events or otherwise. Readersare cautioned not to place undue reliance on these forward looking statements that speakonly as of their dates.

44. ACKNOWLEDGEMENT

The Director of the Company are thankful to the Central and State GovernmentDepartments for their continued guidance and Co-operation. The Directors also gratefullyto all valuable stakeholders of the Company viz. customers Members dealers vendorsbanks and other business partners for the excellent support received from them during theyear. The Directors place on record their sincere appreciation to all employees of theCompany for their unstinted commitment and continued contribution to the Company.

BY ORDER OF THE BOARD OF DIRECTORS
FOR CHEMO PHARMA LABORATORIES LIMITED
Sd/-
Place: Mumbai ASHOK SOMANI
Date : 25th May 2018 DIRECTOR & CFO
(DIN - 03063364)