Your Directors have pleasure in submitting before you the Thirty First Annual Report ofthe Company together with the Audited Statements of Accounts for the financial year ended31st March 2017.
1. FINANCIAL RESULTS
The Company's financials for the year under review along with the corresponding figuresof the previous year's figures are as under:-.
| || |
(Amount in Lakhs)
| || |
For the year ended
|Net Income from ||31-03-2017 ||31-03-2016 |
|Sales & Other Operations ||35.20 ||22.30 |
|Profit before Depreciation ||(18.44) ||(119.22) |
|Less Depreciation ||- ||8.56 |
|Net Profit/(Loss) after Interest and Tax ||(18.44) ||(127.78) |
|Balance carried to Balance Sheet ||(18.44) ||(127.78) |
|Earning per share ||(0.23) ||(1.60) |
As the company did not earn distributable profits the board of directors did notrecommend any dividend for the financial year under review. Since the company has notdeclared any dividend for more than 10 years. The provisions of Section 125 (2) of theCompanies Act 2013 do not apply.
The Board did not propose to transfer any amount to reserves.
4. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS
During the year under review your company achieved a turnover of Rs.35.20 Lakhs in theyear 2016-17 as compared to Rs. 22.30 Lakhs during 2015-2016. The Company is getting theirBranded Formulations of WHO GMP standards manufactured on Third Party manufacturing basiswith a reputed company in Hyderabad. The company is very confident of building very decentbusiness volumes in due course of time.
5. CHANGE IN PROMOTERS
Mr.Janki Ram Ajarappu approached the Promoters of the Company and agreed to takeovermajority equity stake of 48% from the Promoters and entered into Share Purchase Agreementto acquire 48% Share Holding from the present Promoter Group on 20th April 2017.Subsequently Mr.Janki Ram Ajarappuacted as acquirer and in the Takeover Open Offer toacquire 26% of the shares of Combat Drugs Limited from the public shareholders by issuinga Public Announcement on 20th April 2017. He was able to acquire only equity 10 shares inthe open offer representing 0.001% of the present issued fully paidup capital of thecompany.
Further Mr. Janki Ram Ajarappu consummated the Share Purchase agreement and acquired3839917 shares from the existing Promoters. He Further acquired 800000 from Mr.Sushant Mohan Lal representing 10% of the present paidup equity share capital of thecompany & consummated the Share Purchase Agreement dated 20th April 2017.
Accordingly with the acquisition of above shares the aggregate Share Holding of Mr.Janki Ram Ajarappu reached to 4639927 equity shares representing 58.00% of the presentissued subscribed and paidup capital of the company.
On completion of the above said obligations Mr. Janki Ram Ajarappu is to be recognizedas Promoters in place of Mr.Suchit Mohan Lal and Associates. The existing Promoter groupof Mr.Suchit Mohan Lal Mr.Sushant Mohan Lal Mrs. Anita Mathur & Mrs. Ankita Mathurare to be are to be reclassified as Public Shareholders Since this requires the approvalof the Members pursuant to Regulation 31A of the SEBI (LODR) Regulations 2015 by way of aspecial resolution the same is proposed for the approval of the members at the ensuingAGM.
6. CHANGE IN THE BUSINESS OF THE COMPANY:
During the year under review the company did not change its line of activity.
7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management's Discussion and Analysis Report for the year under review as stipulatedunder SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ispresented in a separate section forming part of the Annual Report - Annexure A.
8. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION
Your Company has taken adequate steps to adhere to all the stipulations laid down underSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. A report onCorporate Governance is included as part of this Annual Report as "Annexure -B".
9. LISTING & TRADING ON STOCK EXCHANGES
The Equity Shares of the Company are listed on The Bombay Stock Exchange LimitedMumbai. The Market price of the Share as on 30th March 2017 was 8.08 as compared toRs.6.06 per share on even date in 2016 & on the 23rd October 2017 was Rs.20.02. TheCompany confirms that it has paid the Annual Listing Fee for the year 2017-18 to BSE.
10. DEMATERIALISATION OF SHARES
82.67% of the company's paid up Equity Share Capital is in dematerialized form as on31st March 2017 and balance 17.33% is in physical form and as of 20th October 201784.06% of the company's paid up Equity Share Capital is in dematerialized form and balance15.94% is in physical form. The Company's Registrars are M/s Venture Capital &Corporate Services Private Limited 1210-167 Bharat Nagar Hyderabad-500 018 Telangana.Phone: (+91)- 4023818475/476 FAX: +91 40 23868024 Email id: email@example.com.
11. BOARD EVALUATION
The Board of Directors has carried out an annual evaluation of its own performanceBoard committees and individual directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed by SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 ("SEBI Listing Regulations").
The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the Board composition and structureeffectiveness of board processes information and functioning etc.
The Board and the Nomination and Remuneration Committee ("NRC") reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the Board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc. In addition the Chairman was also evaluated on the key aspectsof his role.
In a separate meeting of independent Directors performance of non independentdirectors performance of the board as a whole and performance of the Chairman wasevaluated taking into account the views of executive directors and nonexecutivedirectors. The same was discussed in the board meeting that followed the meeting of theindependent Directors at which the performance of the Board its committees andindividual directors was also discussed.
12. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTSRELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statements relateand the date of this report.
13. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There is no order passed by any Court or Tribunal or forum which impacted or is likelyto impact the "Going concern status" of the company.
14. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS.
The company has adequate internal financial controls and has a separate Audit committeeto assess the internal controls and guide the company accordingly.
15. DETAILS OF SUBSIDIARIES JOINT VENTURES ASSOCIATE COMPANIES & THEIRPERFORMANCE
The Company did not have any subsidiary or joint venture or associate company duringthe year under review. However the Company has opened a Subsidiary Company in Singaporein the name & style of RA LABS Pte Ltd in the month of October 2017 to expand thebusiness of the company internationally.
The Company has neither given nor accepted any Public Deposits during the year underreview.
17. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OFTHE COMPANY
The Company does not have any Risk Management Policy as the elements of riskthreatening the Company's existence are very minimal.
18. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES
The provisions of Section 135 of the Companies Act 2013 relating to Corporate SocialResponsibility does not apply to the company.
19. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013
There were no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 during the year under review and hence the said provision is notapplicable.
20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
There was no contract or arrangements made with related parties as defined underSection 188 of the Companies Act 2013 during the year under review.
21. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submit its responsibility Statement:-
(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are 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 year and ofthe profit and loss of the company for that period;
(c) The Directors had 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 had prepared the annual accounts on a going concern basis; and
(e) The Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
(f) The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
22. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
There were no qualifications reservations or adverse remarks made by either theAuditors or by the Practicing Company Secretary in their respective reports except thefollowing Disclaimers:
1. Auditors Report
a) Payment of Professional Tax due of Rs.38979/-
The company is in the process of clearing the small amount due on account ofprofessional Tax.
23. SHARE CAPITAL
The Equity Share Capital of the Company is 8000000 Shares of Rs.10/- each. TheCompany has not bought back any of its securities nor has it issued any Equity or SweatEquity or bonus Shares or has not provided any Stock Option Scheme to the employees duringthe year under review.
24. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES
The Nomination & Remuneration Committee is vested with the powers to recommend theAppointment of a Director and fix recommend the Remuneration accordingly.
A) Details of the ratio of the remuneration of each director to the median employee'sremuneration and other details as required pursuant to Rule 5 (1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are as under:
|Name ||Designation ||Yearly Remuneration (Rs). |
|1. Mr.Suchit Mohan Lal Managing ||Director ||450000.00 |
|2. Mr.Sushant Mohan Lal Executive ||Director ||276000.00 |
|3. Smt. Vemuri Shilpa ||Independent Director ||NIL |
|4. Mr. Bhupendralal Waghray ||Independent Director ||NIL |
The Remuneration of Mr.Suchit Mohan Lal was increased to Rs. 900000.00 per Annum asapproved by the Shareholders in the last AGM. However Mr. Suchit Mohan Lal had requestedthat he will not draw the monthly Remuneration for the period of October 2016 to March2017 in view of the financial crunch in the company. The request was accepted by the Boardof Directors and a resolution was passed to this effect.
The Remuneration of Mr.Sushant Mohan Lal was increased to Rs. 432000.00 per Annumduring the year under review. However Mr. Sushant Mohan Lal had requested that he willnot draw the monthly Remuneration for the period of January 2017 to March 2017 amountingto Rs.156000/= in view of the financial crunch in the company. The request was accepted bythe Board of Directors and a resolution was passed to this effect.
B) Details of every employee of the Company as required pursuant to 5 (2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 :
1. The Ratio as such is not applicable.
C) Any director who is in receipt of any commission from the company and who is aManaging Director or Whole-time Director of the Company shall receive any remuneration orcommission from any Holding Company or Subsidiary Company of such Company subject to itsdisclosure by the Company in the Board's Report NIL
25. ANNUAL RETURN
The extracts of the Annual Return pursuant to the provisions of Section 92 read withRule 12 of the Companies (Management and administration) Rules 2014 in Form MGT 9 isattached to this Report at Annexure 'F'.
26. BOARD MEETINGS
The Board during the financial year 2016-17 met Six times. Detailed informationregarding the meetings of the Board are included in the report on Corporate Governancewhich forms part of the Board's Report.
The Company constituted 3 Committees as under:
(I) Audit Committee;
(II) Nomination & Remuneration Committee ;
(III) Share holders Grievance Relationship/Share Transfer Committee
The details are given as Annexure 'B' in the Corporate Governance Report.
The Board as a main functionary is primarily responsible to ensure value creation forits stake holders. The Board of Directors and its committees through their leadership andguidance ensures the highest standards of corporate governance. There were 4 Directors onthe Board of the Company as at 31st March 2017. There is an appropriate combination ofIndependent & Non-Independent Directors on Board of the Company.
CHANGES IN DIRECTORS AND KEY MANEGERIAL PERSONEL
In accordance with the provisions of the Companies Act 2013 Sri. Vasudev Kommarajuwas appointed as Director and Sri Ragu Raguram was appointed as Independent Director on30th October 2017. Shri Bhupendralal Waghray . Independent Director resigned from theCompany as an Independent Director with effect from 30-10-2017 due to his pre-occupationand the resignation of the Independent Directors was accepted by the Board.
Mr. Kiran Kumar Kotigiri compliance officer of the Company resigned from the copanywith effect from 30th October 2017. His Resignation was accepted by the Board withimmediate effect.
Mr.Sushant Mohan Lal Director will be the Compliance Officer of the Company.
28. DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted declarations disclosing to the Board that theyfulfill the criteria stipulated under Section 149(6) of the Companies Act 2013 so as toqualify themselves to be appointed as Independent Directors under the provisions of theCompanies Act 2013 and the relevant rules made there under.
29. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM
The Audit Committee consists of the following members:
i) Shri Bhupendralal Waghray ii) Smt Vemuri Shilpa
iii) Shri. Sushant Mohan Lal
The above composition of the Audit Committee consists of independent Directors viz.Shri Bhupendralal Waghray and Smt Vemuri Shilpa who form the majority. The AuditCommittee reports to the Board. The Company has a vigil mechanism in place.
30. RISK MANAGEMENT:
The company has formulated & adopted a Risk management policy at its oard Meeting.As per the policy the management continues to review and assess the Ris and also takesteps for mitigating the same.
31. CORPORATE SOCIAL RESPONSIBILITY:
The provisions of the Companies Act 2013 and rules made there under ("theAct") forming of a Corporate Social Responsibility (CSR) Committee is Not Applicableto the Company.
32. PARTICULARS OF EMPLOYEES:
Information as required under the provisions of Rules 5(2) & 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is given elsewhere inthe report. As per the proviso to Rule 5(3) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 the particulars of employees posted and workingoutside India is - NIL.
33. Details of Conservation of Energy Technology Absorption Foreign Exchange Earningsand Outflow [Clause (m) of sub-section (3) of section 134 of the Act r/ w Rule 8 of theCompanies (Accounts) Rules 2014]
(A) Conservation of energy
The Company is getting their Products manufactured on Third Party Manufacturing basis& hence the energy consumed for manufacturing activities during the year was NIL &hence No Additional Investments or proposals were implemented for reduction ofconsumption of energy.
(B) Technology absorption: The Company did not carry out any R & D during theyear under review.
(C) Foreign exchange earnings and Outgo: NIL
Your Directors place on record their sincere thanks to Bankers Business AssociatesConsultants and various Government Authorities for their continued support extended toyour Companies activities during the year under review. Your Directors also acknowledgegratefully the shareholders for their support and confidence reposed on your Company.
| || |
For and on behalf of the Board
| || |
For COMBAT DRUGS LIMITED
| ||Sd/- ||Sd/- |
|Place: Hyderabad ||SUCHIT MOHANLAL ||SUSHANT MOHANLAL |
|Date: 30.10.2017 ||MANAGING DIRECTOR ||DIRECTOR |