Your Directors have pleasure in presenting their 31st Annual Report togetherwith the Audited Accounts of the Company for the Year ended March 31 2017.
| ||(Rs. in Lacs ) |
|Sr. No. Particulars ||2016-17 ||2015-16 |
|1 Turnover ||804.70 ||839.89 |
|2 Profit before Depreciation Interest & Tax (EBITDA) ||55.02 ||54.90 |
|3 Less : Depreciation ||26.50 ||28.18 |
|4 Profit Before Interest & Tax ||28.52 ||26.72 |
|5 Less : Interest ||11.79 ||11.58 |
|6 Profit Before tax /(Loss) ||16.73 ||15.14 |
|7 Less Provision for || || |
|Current Tax ||2.34 ||2.75 |
|Deferred Tax ||(3.70) ||2.93 |
|8 Profit After Tax /(Loss) ||18.09 ||9.46 |
|9 Balance brought forward from previous year ||84.17 ||74.71 |
|10 Profit available for appropriation ||102.26 ||84.17 |
|11 Balance carried over to Balance Sheet ||102.26 ||84.17 |
|12 Earnings per Share (Rs.) ||0.40 ||0.21 |
Gross revenues decreased nominally to Rs. 804.70 lacs a decrease of around 4.19 %against Rs. 839.89 lacs in the previous year the major reason for the fall in the grossrevenues is on account of the liquidity problems in the market due to demonetization inNov-2016 and the subsequent slow down in the economy. The customers did not have enoughmoney in hand to purchase the medicines due to cash crunch up to the end of Jan-2017.However the other income generated by the company 4.92 Lacs by sales of investment inshares helped to maintain the net profit. The profit before tax after adjusting thedepreciation amounting to Rs. 26.50 Lacs and financing charges of Rs. 11.79 Lacs stood atRs. 16.73 Lacs. The Profit after tax stood at 18.09 Lacs after making adjustments forcurrent taxes and deferred tax credit.
Your Directors are unable to recommend any dividend during the year under reviewconsidering the small surplus available and with a view to conserve funds towards marginmonies.
The paid up equity capital as on March 31 2017 was Rs 354.41 lacs. During the yearunder review your Company has not issued any shares including Sweat equity ESOP and/orconvertible debentures.
FINANCE & MATERIAL CHANGES AFFECTING FINANCIAL POSITION OF THE COMPANY
Cash and cash equivalents as on March 31 2017 was at Rs. 163.40 lacs. The companycontinues to focus on judicious management of its working capital receivablesinventories and other working capital parameters were kept under strict check throughcontinuous monitoring. No material changes have occurred and commitments made affectingthe financial position of the Company.
Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function isdefined. To maintain its objectivity and independence the Internal Audit function reportsto the Chairman of the Audit Committee of the Board.
The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company. The Audit Committee reviews theadequacy and effectiveness of the internal control system and suggests improvement tostrengthen the system. It also reviews the quarterly internal Audit Reports.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
Not applicable to the Company.
CONSERVATION OF ENERGY
a) Company ensures that the manufacturing operations are conducted in the mannerwhereby optimum utilization and maximum possible savings of energy is achieved.
b) No specific investment has been made in reduction in energy consumption during theyear under review. Pharmaceutical formulation industry does not consume high power.
c) As the impact of measures taken for conservation and optimum utilization of energyare not quantitative its impact on cost cannot be stated accurately.
Companys products are manufactured by using in-house know how and no outsidetechnology is being used for manufacturing activities. Therefore technology absorption isa continuous process. The Company constantly strives for maintenance and improvement inquality of its products and entire development activities are directed to achieve theaforesaid goal.
FOREIGN EXCHANGE EARNINGS AND OUT-GO
During the period under review there was no foreign exchange earnings or out flow.
Director DR. Mani L. S. (Din No. 00825886) Managing Director who retires by rotationand being eligible offers himself for re- appointment. The Directors recommend Dr. ManiL. S. for re-appointment.
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 clause 49 ofthe Listing Agreement.
Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out an evaluation of its own performance the directorsindividually as well as the evaluation of the working of its Committees. The manner inwhich the evaluation has been carried out has been explained in the Corporate GovernanceReport.
Nomination & Remuneration Policy
Pursuant to section 178 of the Companies Act 2013 and the rules made thereunder fromtime to time and Regulation 19 of the SEBI Regulations 2015 the Board has reconstitutedthe Nomination & Remuneration Committee. The Nomination & Remuneration Committeeframed a policy for selection and appointment reappointment removal appraisal ofDirectors and Senior Management Personnel and their remuneration.
Meetings of Board of Directors
During the year five Board Meetings and four Audit Committee Meetings and twoindependent Directors meeting were convened and held the details of which are given inthe Corporate Governance Report. The intervening gap between the Meetings was within theperiod prescribed under the Companies Act 2013.
Directors Responsibility Statement
In terms of Section 134 (5) of the Companies Act 2013 the directors would like tostate that:
i) In the preparation of the annual accounts the applicable accounting standards havebeen followed;
ii) The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year31-03-2017 and of the profit or loss of the Company for the year under review;
iii) The directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
iv) The directors have prepared the annual accounts on a going concern basis;
v) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and
vi) The directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.
RELATED PARTY TRANSACTIONS
There are no materially significant related party transactions made by the company withPromoters Key Managerial Personnel or other designated persons which may have potentialconflict with interest of the company at large.
Prior omnibus approval of the Audit Committee has been obtained on an annual basis fortransactions with related parties which are of a foreseeable and repetitive nature. Thetransactions entered into pursuant to the omnibus approval so granted and a statementgiving details of all transactions with related parties are placed before the AuditCommittee for their review on a periodic basis.
The Company does not have any subsidiary.
CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe company. The Company believes in "Zero Tolerance" against briberycorruption and unethical dealing/behaviors of any form and the Board has laid down thedirectives to counter such acts. The code laid down by the Board is known as "Code ofbusiness conduct".
The Code lays down the standard procedure of business conduct which is expected to befollowed by the Directors and the designated employees in their business dealings and inparticular on matters relating to integrity in the work place in business practices andin dealing with stakeholders. The Code gives guidance through examples on the expectedbehavior from an employee in a given situation and the reporting structure.
All the Board Members and the Senior Management personnel have confirmed compliancewith the Code. All Management Staff were given appropriate training in this regard.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has a Fraud Risk and Management Policy to deal with instances of fraud andmismanagement if any. The FRM Policy ensures that strict confidentiality is maintainedwhilst dealing with concerns and also that no discrimination will be meted out to anyperson for a genuinely raised concern.
The Board of Directors has adopted Whistle Blower Policy. The Whistle Blower Policyaims for conducting the affairs in a fair and transparent manner by adopting higheststandards of professionalism honesty integrity and ethical behavior. All permanentemployees of the Company are covered under the Whistle Blower Policy.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Companys shares andprohibits the purchase or sale of Company shares by the Directors and the designatedemployees while in possession of unpublished price sensitive information in relation tothe Company and during the period when the Trading Window is closed. The Board isresponsible for implementation of the Code. All Board of Directors and the designatedemployees have confirmed compliance with the Code.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT2013.
"The Company has in place an Anti Sexual Harassment Policy in line with therequirements of The Sexual Harassment of Women at the Workplace (Prevention Prohibition& Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy. The following is a summary of sexualharassment complaints received and disposed off during the year 2016-17.
No of complaints received: NIL
No of complaints disposed off : Not Applicable
The Auditors S. V. Bhat & Co. Chartered Accountants Mumbai retire at theconclusion of the ensuing Annual General Meeting and M/s Vora & Associates areproposed to be appointed.
SECRETARIAL AUDIT AND AUDIT REPORT
Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed M/s Sanjay Dholakia & Associates (CP No. 1798) a firm of CompanySecretaries in practice to undertake the Secretarial Audit of the Company. The SecretarialAudit report is annexed herewith as "Annexure A".
With regard to the observation made in the said report regarding the non-appointmentof Company Secretary the Board of Directors would like to inform the members that theManaging Director Dr. Mani L. S. is himself a qualified Company Secretary (ACS No. 4622)and he is devoting adequate time to undertake all the secretarial work currently.However the Company is in the process of appointing a Company Secretary. Further companyhas appointed CFO as per the regulations specified in section 203 of the Act and CFO isregularly signing the CFO certificate from the FY 2014-15. With regard to resolutionscontained in section 117 Company has not passed any resolution contained in section No.117 of the Act except 117(g) which is of a routine nature.
The provision of Cost Audit Report is not applicable to the Company.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure B".
PARTICULARS OF EMPLOYEES:
None of the employees or Whole Time Director/Managing Director is in receipt ofremuneration for the year under review in excess of Rs. 60 Lacs. (Sixty Lacs).
INDUSTRIAL RELATION AND HUMAN RESOURCES
Industrial relation during the period under review remained cordial at all levels. TheCompany has a structured appraisal system based on key result areas. The HR is effectivelyinvolved in nurturing enhancing and retaining talent through job satisfactiondevelopment and training programs etc.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS
The Corporate Governance and Management Discussion & Analysis Report which form anintegral part of this Report are set out as separate Annexure together with theCertificate from the auditors of the Company regarding compliance with the requirements ofCorporate Governance as stipulated in Clause 49 of the Listing Agreement.
KEY MANAGERIAL PERSONS :
During the year under review the Company has complied with the provisions of section203 of the Companies Act 2013 which provides for the appointment of Key ManagerialPersonnel details of which are available on the website of the Company.
The company has paid Listing fees to BSE for the year 2017-18.
Company and its Directors wish to extend their sincerest thanks to the Members of theCompany Bankers State Government Local Bodies Customers Suppliers Executives Staffand Workers at all levels for their continuous cooperation and assistance.
| ||For and on behalf of the |
| ||Board of Directors |
|Mumbai ||Dr. Mani L. S. |
|31st July 2017 ||(Managing Director) |
| ||(DIN: 00825886) |