Your Directors take pleasure in presenting you the Thirty Third Annual Report ofthe Company together with the Audited Statements of Accounts for the financial year ended31st March 2019.
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 |
| ||31-03-2019 ||31-03-2018 |
|Net Income from Sales & Other Operations ||678.70 ||113.00 |
|Profit before Depreciation ||37.69 ||18.24 |
|Less Depreciation ||- ||- |
|Net Profit/(Loss) after Interest and Tax ||37.69 ||18.24 |
|Balance carried to Balance Sheet ||37.69 ||18.24 |
|Earnings per share ||0.47 ||0.23 |
No dividend has been recommended by the Board of Directors for the financial year2018-19. Since the company has not declared any dividend for more than 10 years theprovisions of Section 125 (2) of the Companies Act 2013 do not apply.
There were no transfers to Reserves during the financial year 2018-19.
Standalone and Consolidated Financial Statements :
The Standalone and Consolidated Financial Statements of your Company have been preparedin accordance with Indian Accounting Standards (Ind AS') notified under theCompanies (Indian Accounting Standards) Rules 2015 as amended. Further a statementcontaining the salient features of the Financial Statements of our subsidiaries pursuantto subsection 3 of Section 129 of the Companies Act 2013 in the prescribed form AOC-1 isappended as Annexure 1 to the Board's Report. The Statement also provides the details ofperformance and financial position of each of the subsidiaries.
REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS -State of Affairs :
The highlights of your Company's Standalone performance are as under:
- Revenue from operations for FY19 stood at Rs. 678.99 Lakhs compared to Rs. 113 Lakhsfor FY18. Other income for FY19 amounting to 0.88 Lakhs compared to Rs. 11.37 Lakhs forFY18 primarily comprised income from Pharma & I.T business.
- The company is maintaining healthy Core operating margins (EBIDTA margins).
- The Company is getting their products of WHO GMP standards manufactured on ThirdParty manufacturing basis with a reputed company/ s. The company is very confident ofbuilding decent business volumes in due course of time.
Your Company has formulated a policy for determining material' subsidiariespursuant to the provisions of SEBI LODR.
During FY19 ICP Solutions Private Limited Hyderabad the wholly owned subsidiary ofCombat Drugs Limited started its operations and during the three Months of operations itachieved a Net turnover of Rs.126.99 Lakhs contributing to the overall positive health ofthe company.
The wholly owned subsidiary of Combat Drugs Limited R.A. Labs Pte LtdSingapore is yet to commence commercial operations. As the envisaged purpose is not beingmet through the incorporation of the Subsidiary the company is contemplating the sale ofthe Singapore Subsidiary and has asked for Shareholder approval in this Annual GeneralMeeting.
As on March 31 2019 your Company has 2 subsidiaries. A report on theperformance and financial position of each of the subsidiaries are presented below.
All Amount except EPS in Rs. Lakhs Unless Specified
| ||ICP SOLUTIONS PVT LTD ||RA LABS PTE LTD |
| ||31/03/19 ||31/03/18 ||31/03/19 ||31/03/18 |
|Net Income from Sales & || || || || |
|Other Operations ||126.99 ||- ||0.68 ||- |
|Profit before Depreciation ||11.03 ||- ||(4.65) ||- |
|Less: Depriciation ||- ||- ||- ||- |
|Net Profit/(Loss) after || || || || |
|Interest and Tax ||7.51 ||- ||(4.65) ||- |
|Balance carried to Balance Sheet ||7.51 ||- ||(4.65) ||- |
|Earnings per share ||75.06 ||- ||(6.533) ||- |
The company to accelerate its growth module has identified a target company in USAwhich is operating in the field of Information Technology Services specializing in Pharmasector as well as ERP Solutions Business Intelligence Data Warehousing SoftwareDevelopment Consulting Programming and Offshore Development having an Income Revenue ofUSD $11.86 Million (approx Rs.81.83 Crores at Rs.69.00 per US dollar) and a Gross Profitof USD $0.773 Million (approx Rs.5.33 Crores at Rs.69.00 per US dollar) as of theirFinancial Year ended 31st December 2018. The Target company has clients in HealthcareHospitality Financial services etc ranging from small businesses to Fortune 1000companies including clients such as Merck Allregan Bank of America SAP IBM amongothers. The Board with a view of making the company's global presence in the field ofPharma and Information Technology is considering the proposal of the acquisition of thetarget company subject to Due Diligence of the Target company and its authorizedrepresentatives and the Feasibility and Viability report.
ACQUISITION OF "DECIPHER SOFTWARE SOLUTIONS LLC (DSSL)"
Your directors have been in discussions with the promoters of DSSL for acquisition ofthe same. M/S DSSL is located in FloridaUSA and is engaged in the Business of InformationTechnology since 2007. The present turnover for the financial year ended 31st December2018 was Rs. 81.83 Crores and the Profit was Rs. 5.53 Crores (at 69.00 per USD). YourDirectors expect that this acquisition would be beneficial to the company in terms ofbusiness and profitability.
FURTHER ISSUE OF SHARES
If the acquisition fructifies your Directors propose to issue and allot further sharesfor consideration other than cash i.e. in lieu of the consideration to be paid againstthe shares to be acquired from the promoters of Decipher Software Solutions LLC. Thedetails of the shares to be issued are given in the notice convening the Annual GeneralMeeting for approval of the shareholders.
CHANGE IN THE BUSINESS OF THE COMPANY
During the year under review the company did not change its line of activity.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of the provisions of Regulation 34 of the SEBI LODR the Management'sdiscussion and analysis is set out in this Annual Report
CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION
As per Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements)2015 provisions relating to corporate governance are not applicable to the company.However your Company has taken adequate steps to adhere to all the stipulations laid downunder SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Howeveryour Company is committed to maintain the highest standards of corporate governance as webelieve that it is critical to enhance and retain investor trust. We have practicedseveral best corporate governance practices in the Company to enhance long-termshareholder value and respect minority rights in all our business decisions. A report onCorporate Governance is included as part of this Annual Report as "Annexure B".
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 31st March 2019 was Rs. 26.20 as compared toRs. 20.20 per share on even date of 2018. The Company confirms that it has paid the AnnualListing Fee for the year 2018-19 to BSE.
|As on 31st March 2019 ||Authorised ||Issued Subscribe |
| || ||& Paid-up |
|No. of Equity Shares ||8000000 ||8000000 |
|Face Value ||10.00 ||10.00 |
|Share Capital in Rs. ||80000000 ||80000000 |
During the period under review there was no increase in share capital of the Company.The Company has not issued any shares with differential rights and hence no information asper provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (ShareCapital and Debenture) Rules 2014 is furnished.
It was proposed to increase the Authorised Capital of the company from Rupees EightCrores divided into Eighty Lakh Shares of Rupees Ten Each at par to Rupees Ten Crore TenLakhs divided into One Crore One Lakh Equity Shares of Rupees Ten Each at Par. Howeverthe same has been deferred to the current year and hence the approval of the shareholdersis sought for the same.
DEMATERIALISATION OF SHARES
90.13% of the company's paid up Equity Share Capital is in dematerialized form as on31st March 2019 and balance 9.87% is in physical form as of 31st March 2019.
The Company's Registrars are M/s Venture Capital & Corporate Services PrivateLimited 12-10-167 Bharat Nagar Hyderabad-500 018 Telangana. Phone:(+91)-4023818475/476 FAX: +91 40 23868024 Email id: email@example.com.
The shareholders who continue to hold shares of the company in physical form will notbe able to lodge the shares with company / its RTA for transfer. They will need to convertthem to demat form compulsorily if they wish to effect any transfer. Only the requests fortransmission and transposition of securities in physical form will be accepted by thecompany / their RTAs.
All the investors who are holding shares in physical form should consider opening ademat account at the earliest and submit request for dematerialization of their shares inorder to protect the liquidity of the shares.
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. The performance evaluation of the Independent Directors wascarried out by the entire Board. The performance evaluation of the Chairperson andManaging Director was carried out by the Independent Directors.
In a separate meeting of independent Directors performance of non independentdirectors performance of the board as a whole and performance of the Board was evaluatedtaking into account the views of executive directors and non-executive directors. The samewas discussed in the board meeting that followed the meeting of the independent Directorsat which the performance of the Board its committees and individual directors was alsodiscussed.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANYOCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATEAND THE DATE OF THE REPORT
(a) There are no other Material Changes and Commitments affecting the financialposition of the Company which occurred between the end of the financial year to which thefinancial statements relate and the date of this Report.
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.
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.
DETAILS OF SUBSIDIARIES JOINT VENTURES ASSOCIATE COMPANIES & THEIR PERFORMANCE
The Company has a Subsidiary Company in Singapore in the name & style of RA LABSPte Ltd. The operations of the Subsidiary are limited to being a holding company and doesnot have an impact on the performance of the parent company. The Board is nowcontemplating the Sale of this Subsidiary as the purpose for which it was opened is nowredundant.
The Company had opened a Subsidiary Company in Hyderabad Telangana India in the monthof May 2018 in the name and style of ICP Solutions Private Limited to expand thebusiness of the company in Information Technology internationally.
The company started its operations in the Month of December 2019 and has achieved aturnover of 126.99 Lakhs with a profit of 11.03 Lakhs in the short period of operations.The company is further developing on all fronts.
The Company has not accepted any Public Deposits during the year under review.
STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THECOMPANY
The Company has a Risk Management Policy. However the elements of risk threatening theCompany's existence are very minimal.
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.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 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.
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 except with thesubsidiary/s of the company.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement of Section 134 of the Companies Act 2013 the Board ofDirectors of the Company make the following statements to the best of their knowledge andbelief and according to the information and explanations obtained by them:
a) That in the preparation of the annual financial statements for the year ended March31 2019 the applicable accounting standards (IND AS) have been followed and there havebeen no material departures there from;
b) That the accounting policies mentioned in notes to the Financials Statements havebeen selected and applied consistently and judgments and estimates have been made that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at March 31 2019 and of the profits of the Company for the year ended on thatdate;
c) That proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d) That the annual financial statements have been prepared on a going concern basis;
e) That proper internal financial control has been laid down to be followed by theCompany and such internal financial controls are adequate and operating effectively.
f) That proper systems are in place to ensure compliance with the provisions of allapplicable laws and such systems are adequate and operating effectively.
EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
Statutory Auditors M/s Anandam & Co Chartered Accountants (ICAI Registration No.000125S) were appointed as the Statutory Auditors of the Company to hold offce from theconclusion of the 32nd AGM held on September 29 2018 until the conclusion of the 33rd AGMof the Company to be held in the calendar year 2019. The Auditors' Report on the financialstatements of the Company for the year ending March 31 2019 is unmodified i.e. it doesnot contain any qualification reservation or adverse remark. The Auditors' Report isenclosed with the financial statements forming part of the Annual Report.
COST AUDITORS AND THEIR REPORT
The provisions of Section 148 of the Companies Act 2013 does not apply to the companyand hence no cost auditor is apponted.
Secretarial Standards The Company complies with all applicable mandatorysecretarial standard issued by the Institute of Company Secretaries of India
Secretarial Auditors Pursuant to the provisions of Section 204 of the CompaniesAct 2013 and rules thereunder M/s Marthi & Co. Company Secretaries were appointedto conduct the secretarial audit of the Company for the FY 2018-19. The Secretarial AuditReport for FY 2018-19 is appended herewith to the Board's Report.
There were no qualifications reservations or adverse remarks made by either theAuditors or by the Practicing Company Secretary in their respective reports
COMPANY'S POLICY RELATING TO KEY MANAGERIAL & DIRECTORS APPOINTMENT PAYMENT OFREMUNERATION AND DISCHARGE OF THEIR DUTIES
The Nomination & Remuneration Committee is vested with the powers to recommend theAppointment of a Director and Key Managerial Personnel to fix and recommend theRemuneration 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.Sushant Mohan Lal ||ExecutiveDirector ||900000.00 |
|2. Mr. Vasudev K ||Whole Time Director ||NIL |
|3. Mr. Raghuram ||Independent Director ||NIL |
|4. Smt. Vemuri Shilpa ||Independent Director ||NIL |
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
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.
The Board during the financial year 2018-19 met Ten 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 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 2019. 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 Kommaraju was appointed as Whole Time Director with effect from 27thMarch 2019.
Mr. Kumar Raghavan was appointed as Company Secretary and Comliance Officer of thecompany.
Mrs. Sonam Jalan was appointed as Chief Financial Officer of the company with effectfrom 27th March 2019.
Mr. Kumar Raghavan is the Compliance Officer of the Company.
DECLARATION BY INDEPENDENT DIRECTORS
The company has received necessary declarations from all the independent directors ofthe Company that they meet the criteria of independence as provided in sub-section (6) ofSection 149 of the Companies Act 2013 and Regulation 25 of SEBI (LODR) Regulations 2015.
DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM
The Audit Committee consists of the following members: i) Shri Ragu Raghuram ii) SmtVemuri Shilpa iii) Shri. SushantMohan Lal
The above composition of the Audit Committee consists of independent Directorsviz.Shri Ragu Raghuram and Smt Vemuri Shilpa who form the majority.
The Audit Committee reports to the Board. The Company has a vigil mechanism in place.
The company has formulated & adopted a Risk management policy at its board Meeting.As per the policy the management continues to review and assess the Risk and also takesteps for mitigating the same.
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.
Transfer of Amounts to Investor Education and Protection Fund
Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).
OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013.
During the year 2018-19 No. of complaints received & disposed off were - NIL -
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.
Extract of Annual Return In accordance with the provisions of Section 134(3)(a) and92(3) of the Companies Act 2013 an extract of the annual return in the prescribed formatis appended herewith as Annexure to the Board's Report.
Details of Conservation of Energy Technology Absorption Foreign Exchange Earnings andOutflow [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 the yearunder review.
(C) Foreign exchange earnings and Outgo:
The Foreign Exchange earned in terms of actual inflows during the year and the ForeignExchange outgo during the year in terms of actual outflows is as follows:
Foreign Exchange Inflows: Rs. 41.25 Lakhs Foreign Exchange Outflows: Rs. 2.22 Lakhs
Your Directors place on record their sincere thanks to Bankers Business AssociatesConsultants and various Government Authorities for their continued support extended toyour company's 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 ||VASUDEV KOMMARAJU ||SUSHANT MOHANLAL |
|Date: 08.11.2019 ||DIRECTOR ||DIRECTOR |
DETAILS OF UNCLAIMED SHARES
The Company is required to open an unclaimed suspense account with a depositoryparticipant and transfer all the unclaimed share certificates of members after givingthree reminders.
All the voting rights on unclaimed shares shall remain frozen till the rightful ownerof such shares claims the shares.
As on March 31 2019 your Company has no equity shares in the unclaimed suspenseaccount.
|S.No. ||Particulars ||Remarks |
|1. ||Total number of shareholders and the outstanding shares in the suspense account lying as on 31.03.2019 ||Nil |
|2. ||Number of shareholders who approached listed entity for transfer of shares from suspense account during the year; ||Nil |
|3. ||Number of shareholders to whom shares were transferred from suspense account during the year; ||Nil |
|4. ||Aggregate number of shareholders and the outstanding shares in the suspense account lying as on 31.03.2019 ||Nil |
Green Initiative for Paperless Communications
The Ministry of Corporate Affairs ("MCA") has taken a "Green Initiativein Corporate Governance" by allowing paperless compliances by Companies throughelectronic mode. In accordance with the recent circular bearing no.17/ 2011 and 18/2011dated April 21 2011 and April 29 2011 issued by the Ministry of Corporate AffairsCompanies can now send various notices/documents to their shareholders through electronicmode to the registered e-mail addresses of the shareholders. This is a golden opportunityfor every shareholder of the Company to contribute to the Corporate Social Responsibilityinitiative. This move by the Ministry is a welcome move since it will benefit the societyat large through reduction in paper consumption and contribution towards a greenerenvironment. Additionally it will avoid loss in postal transit save time energy andcosts.
Pursuant to the said circular the company has forwarded e-mail communication to allshare holders whose email id were registered in the Depository records that the companyintends to use the said e-mail id to send various Notices/ Correspondences etc .
By Understanding the underlying theme of the above circulars to support this greeninitiative of the Government in full measure the company is sending the documents likenotice convening general meetings financial statements directors reports auditor'sreport etc to the email address registered with the depositories by the shareholdersholding shares in electronic form and for shareholders holding shares in physical formthe physical copy to the address registered with the Registrar and Share transfer Agentsof the Company.
In this regard we request shareholders who have not registered their email addressesso far to register their email addresses in respect of electronic holding with depositorythrough their concerned depository participants and Members who hold shares in physicalform are requested to send the required details to the Registrar and Share Transfer AgentM/s Venture Capital & Corporate Services Private Limited 12-10-167 Bharat NagarHyderabad-500 018 Telangana. Phone: (+91)-4023818475/476 FAX: +91 40 23868024 Email id:firstname.lastname@example.org.
For guidance on depository services Shareholders may write to the Company / VentureCapital or to the respective Depositories:
National Securities Depository Ltd.
Trade World 4th Floor Kamala Mills Compound
Senapati Bapat Marg Lower Parel Mumbai-400 013.
Tel : 091-022-24994200
Email : email@example.com
Central Depository Services (India) Ltd.
A-Wing 25th Floor N.M. Joshi Marg
Lower Parel Mumbai 400 013.
Tel : 091-022-22723333
Fax : 091-022-22723199