Your Directors are pleased to present the Twenty Fourth Annual Report of the Company covering the operating and financial performance together with the Audited Standalone and Consolidated Financial Statements and the Auditors' Report thereon for the financial year ended on March 31 2019.
The financial highlights of the Company on Consolidated and Standalone basis are as below:
(Rupees in Lacs)
|Particulars||For the year ended on March 31 2019||For the year ended on March 31 2018||For the year ended on March 31 2019||For the year ended on March 31 2018|
|Total Revenue from continuing operations||762.61||1391.78||762.61||1333.38|
|Profit/(loss) before Interest||(484.37)||(402.02)||(443.32)||(982.60)|
|Depreciation Exceptional Items and Tax|
|Depreciation & Amortisation Expenses||-||10.31||-||10.31|
|Profit / (Loss) before share in Profit/ (Loss) of Associate and Tax||(484.37)||(412.33)||(443.32)||(992.91)|
|Profit / (Loss) before tax||(484.37)||(412.33)||(443.32)||(992.91)|
|Tax Expense / (Credit)||264.70||171.14||264.70||171.14|
|Net Profit / (Loss) after taxes from continuing operations||(749.07)||(583.47)||(708.02)||(1164.05)|
|Net Profit / (Loss) after taxes from discontinued operations||-||2139.64||-||2097.68|
|Profit/ (Loss) for the year||(749.07)||1556.17||(708.02)||933.63|
|Other comprehensive income||-||0.08||-||-|
|Total comprehensive income or loss for the year||(749.07)||1556.25||(708.02)||933.63|
|Balance brought forward from previous year||(5431.96)||56610.76||(5386.34)||49544.04|
|Adjustment pursuant to composite scheme of arrangement||-||(62428.91)||-||(54550.48)|
|Balance available for Appropriation||(6181.03)||(4118.43)||(6094.36)||(4072.81)|
|Tax on Dividend on equity shares paid||-||(222.17)||-||(222.17)|
|Balance carried to Balance Sheet||(6181.03)||(5431.96)||(6094.36)||(5386.34)|
These financial statements have been prepared in accordance with the Indian Accounting Standards (hereinafter referred to as the `Ind AS') as notified by Ministry of Corporate Affairs pursuant to Section 133 of the Companies Act 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules 2015 and relevant amendment rules issued thereafter.
RESULTS OF OPERATIONS AND STATE OF COMPANY AFFAIRS
During the financial year under review the Company's consolidated total revenue (including discontinued operations) stood at Rs. 762.61 Lacs as against Rs. 6020.42 Lacs in the previous year.
The company has incurred a consolidated loss of Rs. 749.07 Lacs for the year as compared to consolidated profit of Rs. 1556.17 Lacs (including profit from discontinued operations of Rs. 2139.64 Lacs) in the previous year.
TRANSFER TO RESERVES / DIVIDEND
During the year under review there was no amount to be transferred to reserves. The Company has not declared any dividend during the year under review.
During the year under review there is no change in the paid up share capital of the Company. Further the paid up share capital of the Company as on March 31 2019 is Rs. 5456.78 Lacs.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY AND CHANGE IN NATURE OF THE BUSINESS
During the year under review an exit offer was provided for a period of one year from March 22 2018 to March 21 2019 in accordance with the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations 2009 (SEBI Regulations) from date of delisting i.e. March 22 2018 to the remaining public shareholders of the Company who did not or were not able to participate or who unsuccessfully tendered their equity shares to the Acquirer(s) during the delisting offer. Post delisting of equity shares from BSE Limited the promoters' holding increased to 95.81% and further the same is increased to 99.27% on completion of exit offer.
Further the Company had filed Composite Scheme of Arrangement (Scheme) with Hon'ble National Company Law Tribunal Ahmedabad Bench (NCLT) and the said Scheme was sanctioned by Hon'ble NCLT vide its order dated October 29 2018 which inter-alia include demerger of the Treasury & Investment Undertaking and Trading Undertaking of the Company with Altheon Enterprises Limited which was made effective from November 1 2018 with effect from Appointed Date. Further post the Scheme coming into effect Altheon Enterprises Limited becomes the holding company of the Company. After the demerger of the said undertaking the Company now undertakes business which inter-alia includes trading of pharmaceutical products and other products. The key objective of this Scheme is to streamline the current organization structure and to realize commercial synergies.
There have been no material changes and commitments except as mentioned above affecting the financial position of the Company between the end of the financial year and the date of this Directors' Report.
During the year under review the Company has neither invited nor accepted any deposits from the public under Section 76 and Chapter V of the Companies Act 2013 and rules made thereunder.
SUBSIDIARIES AND ASSOCIATES
The Company has two foreign subsidiaries as on March 31 2019
|Sr. No.||Name of the Subsidiaries Foreign Subsidiaries||Subsidiary|
|1||Claris Lifesciences Venezuela C.A.||Subsidiary|
|2||PT. Claris Lifesciences Indonesia||Subsidiary|
Further during the year under review Claris Lifesciences Cia Chile Limitada subsidiary company of the Company has been liquidated on August 13 2018.
The consolidated financial statements of the Company have been duly audited by the Auditors and are forming part of this Annual Report. Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules 2014 a statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures is attached to the Consolidated Financial Statements in prescribed Form AOC-1. The statement also provides the details of performance and financial position of each of subsidiaries/associate companies/joint ventures.
In accordance with Section 136 of the Companies Act 2013 the audited financial statements and related information of the subsidiaries where applicable will be available for inspection during working hours at the Company's registered office in Ahmedabad India for a period of twenty-one days before the date of the Annual General Meeting.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNELS
Mr. Aditya S. Handa Director of the Company retire by rotation at the conclusion of this Annual General Meeting and being eligible offer himself for re-appointment. A brief resume of Mr. Aditya S. Handa being the Director retiring by rotation and seeking appointment/re-appointment at the ensuing Annual General Meeting is as below:
Mr. Aditya S. Handa aged 34 years holds a Master of Business Administration degree from Babson college USA and holds a Bachelor of Commerce degree from the Gujarat University Ahmedabad. He was appointed as a Director of the Company on June 13 2006. He is having rich experience in all areas of operations such as finance human resource manufacturing marketing etc.
During the year under review and upto the date of this Report Mr. Chandrasingh S. Purohit was reappointed as Whole Time Director and Chief Financial Officer of the Company w.e.f July 3 2018 for a further period of three years. Mr. Shyamsunder Sharma has been re-designated from Whole Time Director to Non-Executive and Non-Independent Director of the Company w.e.f. March 25 2019. Ms. Milina Bose has resigned from the position of Non-Executive and Non-Independent Woman Director from March 25 2019. Mr. T. V. Ananthanarayanan has resigned from the position of Non-Executive and Independent Director of the Company after completion of his tenure as an Independent Director of the Company from March 31 2019. Further Dr. Anup P. Shah and Mr. Surrinder Lal Kapur were appointed as an Independent Directors of the Company for another term of five consecutive year commencing from April 1 2019 to March 31 2024 subject to approval of members in ensuing Annual General Meeting.
Mr. Arjun Handa Vice - Chairman & Managing Director Mr. Chandrasingh S. Purohit Whole Time Director & CFO and Mr. Kirit H. Kanjaria Company Secretary & Compliance Officer are the Key Managerial Personnel in terms of Section 203 of the Companies Act 2013.
As on date of this Report the Board of Directors of the Company comprised of Six Directors one of whom is the Vice - Chairman & Managing Director. The remaining five Directors comprises of one
Chairman who is a Non-Executive and Independent Director one Whole Time Director two Non-Executive and Non-Independent Directors and one Non-Executive and Independent Director.
DECLARATIONS OF INDEPENDENT DIRECTORS
The Company has received declaration pursuant to Section 149(7) of the Companies Act 2013 from each of its Non-Executive and Independent Directors to the effect that they meet the criteria of independence as provided in Section 149(6) of the Companies Act 2013. These declarations have been placed before and noted by the Board.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 your Directors state that:
(a) In the preparation of the annual accounts for the financial year ended on March 31 2019 the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year March 31 2019 and of the profit and loss of the Company for that period;
(c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) They have prepared the annual accounts on a going concern basis;
(e) They have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and
(f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
NUMBER OF MEETINGS OF THE BOARD
During the year under review 5 (five) meetings of the Board of Directors were held. The interval between the Board Meetings was within the period prescribed under the Companies Act 2013.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Company has formed Nomination and Remuneration Committee which has framed Nomination and Remuneration Policy. The Nomination and Remuneration Policy inter alia deals with the selection appointment and remuneration of the Directors Key Managerial Personnel and other employees of the Company including criteria for determining qualifications positive attributes independence and other matters as provided in Section 178(3) of the Companies Act 2013.
The Nomination and Remuneration Policy pursuant to Section 178(4) of the Companies Act 2013 is on the Company's website and the link thereto is https://www.clarislifesciences.com/global/Financial/Nomination%20and%20Remuneration%20Policy %20-%20w.e.f%20March%2022%202018.pdf. We affirm that the remuneration to Director and other employees of the Company are as per the terms laid out in the Nomination and Remuneration Policy.
Pursuant to the provisions of Sections 178(2) of the Companies Act 2013 the Nomination and Remuneration Committee / Board has carried out evaluation of the performance of the Board its Committees and individual Directors. A structured evaluation feedback form was prepared after taking into consideration the inputs received from the Directors covering various aspects such as board composition flow of board process information and functioning establishment and determination of responsibilities of Committees and quality of relationship between the Board and the management. The performance of Individual Directors and the Board Chairman was also carried out in terms of attendance contribution at the meetings circulation of sufficient documents to the Directors timely availability of the agenda etc. Further pursuant to Schedule IV of the Companies Act 2013 the performance evaluation of the Independent Directors was carried out by the entire Board of Directors of the Company except the one being evaluated. The Board of Directors expressed their satisfaction with the evaluation process.
BOARD COMMITTEES AND ITS COMPOSITION
The Company has five Committees of Board as on date of this report and the composition of the Committees as on date of this report is as below:
(a) Audit Committee and the Audit Committee comprises of Mr. Chandrasingh S. Purohit Chairman Dr. Anup P. Shah Member and Mr. Surrinder Lal Kapur Member of the Audit Committee.
(b) Nomination and Remuneration Committee and the Nomination and Remuneration Committee comprises of Mr. Aditya S. Handa Chairman Dr. Anup P. Shah Member and Mr. Surrinder Lal Kapur Member of Nomination and Remuneration Committee
(c) Stakeholders' Relationship Committee and the Stakeholders Relationship Committee comprises of Mr. Surrinder Lal Kapur Chairman Mr. Arjun Handa Member and Mr. Chandrasingh S. Purohit Member of Stakeholders' Relationship Committee.
(d) Corporate Social Responsibility Committee and the Corporate Social Responsibility Committee comprises of Mr. Surrinder Lal Kapur Chairman Dr. Anup P. Shah Member Mr. Arjun Handa Member Mr. Chandrasingh S. Purohit Member and Mr. Shyamsunder Sharma Member of Corporate Social Responsibility Committee.
(e) Committee of Directors and the Committee of Directors comprises of Mr. Chandrasingh S. Purohit Chairman Mr. Arjun Handa Member and Mr. Shyamsunder Sharma Member of Committee of Directors.
Pursuant to Section 139 and other applicable provisions of the Companies Act 2013 and rules made thereunder M/s. Shah & Shah Associates (Firm Registration Number: 113742W) Chartered Accountants Ahmedabad were appointed as a Statutory Auditors of the Company at the Twentieth Annual General Meeting held on September 23 2015 for five years i.e. Financial Year 2015-16 to Financial Year 2019-20 from conclusion of Twentieth Annual General Meeting till the conclusion of Twenty fifth Annual General Meeting accordingly M/s. Shah & Shah Associates Chartered Accountant Ahmedabad (Firm Registration No.113742W) are appointed as Statutory Auditors of the Company for the financial year ending on March 31 2020. In terms of the provisions relating to statutory auditors forming part of the Companies Amendment Act 2017 notified on May 7 2018 ratification of appointment of Statutory Auditors at every Annual General Meeting is no more a legal requirement. Accordingly the Notice convening the ensuing Annual General Meeting does not carry any resolution on ratification of appointment of Statutory Auditors.
The eligibility certificate pursuant to Section 141 of the Companies Act 2013 and the rules made thereunder is also received from the Statutory Auditors of the Company.
The Standalone and Consolidated Auditors' Report for the financial year ended on March 31 2019 have been provided in Financial Statements forming part of this Annual Report.
Pursuant to Section 204 of the Companies Act 2013 and rules made thereunder the Company has appointed M/s. SPANJ & Associates Company Secretaries as Secretarial Auditor of the Company for the financial year ended on March 31 2019. The Secretarial Audit Report for the financial year ended on March 31 2019 is attached as Annexure - 1 to the Directors' Report and forming part of this Annual Report.
DIRECTORS' RESPONSE ON AUDITORS' QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMER MADE
There are no qualifications reservations or adverse remarks made by the Statutory Auditors in their Auditors' Report or by the Company Secretary in practice in their Secretarial Audit Report. The Company is not covered under the criteria of appointing cost auditor; therefore cost audit does not apply during the year under review. Further pursuant to Section 143(12) of Companies (Amendment) Act 2015 the Auditors in the course of performance of their duties have not reported any incident of fraud to the Audit Committee of the Company or the Central Government during the year under review.
EXTRACT OF ANNUAL RETURN
Pursuant to Section 92 of the Companies Act 2013 and rules made thereunder the extract of the Annual Return in the prescribed Form MGT - 9 is attached as Annexure - 2 to the Directors' Report and forming part of this Annual report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Pursuant to Section 186 of the Companies Act 2013 and the rules made thereunder particulars of loans given investments made or guarantees given or securities provided have been provided in Financial Statements forming part of this Annual Report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
There were no contracts or arrangements with related parties during the year under review falling within the scope of Section 188(1) of the Companies Act 2013 therefore Form AOC - 2 is not applicable to the Company.
INTERNAL CONTROL SYSTEM
The Company has a reasonable internal control system which ensures that all assets are protected against loss from unauthorized use and all transactions are recorded and reported correctly. The internal control systems are further supplemented by periodical review by management.
The Company has a mechanism to develop a culture and capabilities of identifying assessing and mitigating risk at all levels and functions of the business by creating risk awareness which ultimately insures sustainability in the business and benefits the stakeholders and customers. Based on the suggestions and advice of the Board Members necessary action is taken to mitigate potential risks of the Company.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
Pursuant to Section 177(9) of the Companies Act 2013 and rules made thereunder the Company has established a Vigil Mechanism Policy to provide a mechanism for the Directors and employees to report their grievances genuine concerns about unethical behaviour actual or suspected fraud. The mechanism provides for adequate safeguards against victimisation of Directors/employees and also provides for direct access to the Chairman of the Audit Committee in appropriate or exceptional cases.
CORPORATE SOCIAL RESPONSIBILITY
The Board has constituted the Corporate Social Responsibility (CSR) Committee in terms of Section 135 of the Companies Act 2013 and rules made thereunder and the composition of CSR Committee is given under Annexure - 3 to the Directors' Report. The Board of Directors has adopted a CSR policy which inter alia contains activities that can be undertaken by the Company for CSR composition and meetings of the CSR Committee annual allocation for CSR activities areas of CSR projects criteria for selection of CSR projects modalities of execution/ implementation of CSR projects and monitoring mechanism of CSR activities/ projects. An annual report on the CSR activities of the Company in the prescribed format is attached as Annexure - 3 to the Directors' Report and forming part of this Annual Report. The CSR Policy is available on the website of the Company and link thereto is https://www.clarislifesciences.com/global/Financial/Final%20CSR%20Policy-14.02.17.pdf.
INVESTOR EDUCATION PROTECTION FUND (IEPF)
Pursuant to the applicable provision of the Companies Act 2013 and rules made thereunder all unpaid and unclaimed dividend are required to be transferred by the Company to the IEPF established by the Central Government after the completion of 7 years. Further according to the rules made under the Companies Act 2013 the shares in respect to which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account created by the IEPF Authority. Accordingly during the year under review the Company had transferred the unpaid/unclaimed dividend to the IEPF account as under:
|Financial Year||Amount transferred to IEPF with respect to amount in the unpaid/unclaimed dividend accounts of companies (Amount in Rs.)|
POLICY FOR PREVENTION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORK PLACE
Your Directors state that during the year under review there were no complaints reported under the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
PARTICULARS OF EMPLOYEES
There are no employees employed throughout the financial year and in receipt of remuneration of Rs. 1.02 Crores or more during the year or employed for a part of the financial year and in receipt of remuneration of Rs. 8.50 Lacs or more per month as required under Section 197 of the Companies Act 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
In view of the nature of activities which are being carried on by the Company the particulars as prescribed under Section 134(3) (m) of the Companies Act 2013 read with the Companies (Accounts) Rules 2014 the Conservation of Energy Technology Absorption and Research and Development are not applicable to the Company.
The Company used foreign exchange amounting to Rs. 861.37 Lacs and earned no foreign exchange during the year ended March 31 2019.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS/REGULATORS
During the year under review and upto the date of this report the Hon'ble National Company Law Tribunal Ahmedabad Bench (NCLT) vide order dated October 29 2018 sanctioned the Scheme which inter-alia included demerger of the Treasury & Investment Undertaking and Trading Undertaking of the Company with Altheon Enterprises Limited along with all assets liabilities contracts arrangements employees permits licenses records approvals etc. pertaining to such undertakings stand demerged from the Company and stand transferred to and vested in Altheon Enterprises Limited which was made effective from November 1 2018 with effect from Appointed Date. Further post the Scheme coming into effect Altheon Enterprises Limited becomes the holding company of the Company.
The Directors take this opportunity to thank all Investors Clients Vendors Banks Government and Regulatory Authorities and look forward to their continued support in the future.
|For and on Behalf of the Board of Directors|
|Arjun Handa||Chandrasingh S. Purohit|
|Vice - Chairman & Managing Director||Whole Time Director & CFO|
|(DIN: 00159413)||(DIN: 00199651)|
|Place : Ahmedabad|
|Date : August 16 2019|