We have pleasure in presenting the Twenty- Fifth Annual Report together with theAudited Accounts of your Company for the year ended on 31 March-2018.
| || ||Rs. in Lacs |
| ||For the year ended 31.03.2018 ||For the year ended 31.03.2017 |
|Turnover & other incomes ||701.91 ||652.06 |
|Operating gross profit ||57.19 ||44.16 |
|Financial Charges ||(11.26) ||(4.46) |
|Depreciation ||(13.61) ||(14.00) |
|Profit before tax & after exceptional items ||32.32 ||25.70 |
|Provision for Income Tax ||(8.00) ||(8.50) |
|Provision for Deferred Tax ||0.46 ||1.04 |
|Previous period adjustment ||0.00 ||0.00 |
|Net profit / loss (-) ||24.78 ||18.25 |
With a view to consolidate the financial position of the Company the Board has notrecommended any dividend for the year under review.
BUSINESS OPERATIONS & FINANCIAL PERFORMANCE
The year under review saw the implementation of the Goods and Services Tax (GST) inIndia which was one of the most significant tax reforms undertaken in the last couple ofdecades. The GST is a single indirect tax and subsumed many other indirect taxes andlevies. As expected there were initial teething problems with the implementation and thebusiness environment remained subdued for the first half of the year under review due tothe uncertainity ambiguity and confusion regarding the new taxation laws. However thesituation improved thereafter and the total revenues of the Company increased to Rs.701.92 lakh in the year under review compared to Rs. 652.06 lakh in the previous yearpartly on account of increase in exports of the Company.
There were further challenges for the Company during the year under review as there waserratic supply and volatility in prices of some major raw materials of the company dueto shut down of various chemical factories in China. Fortunately your Company was able topass through part of the increase in raw material prices to its customers. Further due toavailability of GST credit on various interstate purchases and other expenses which werenot previously available the operating profits of the company improved from Rs. 44.16lakh in the previous year to Rs. 57.19 lakh in the year under review.
The net profit of the company also increased from Rs. 18.25 lakh in the previous yearto Rs. 24.78 lakh in the year under review largely on account of better operatingprofits.
The GST mechanism has now stabilized and we hope that its benefits would help improvethe business environment in the country and lead to long term growth for industry. TheCompany is focusing on increasing its exports to various countries and plans to undertakeminor upgradation of its facilities to obtain the certification required for exports tomore countries. The Govt. of India (GoI) has recognised that India's Active PharmaIngredients (API) industry has been facing problems in the past few years mainly due tolow-cost imports from China. The GoI has declared a policy to promote API industry in thecurrent year. Your Company hopes that all above factors would help improve its performancein the near future.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS
The Company has adequate and effective internal controls to provide reasonableassurance on achievement of its operational compliance and reporting objectives. TheCompany has reviewed and discussed with the Management the Company's major financial riskexposures and taken steps to monitor and control such exposure.
DETAILS OF SUBSIDIARY/JOINT VENTURES/ ASSOCIATE
Your Company does not have any Subsidiary or Joint Venture or Associate Company.
The Company has not accepted any xed deposit from the public during the year. (PY Rs.NIL).
The Company in its last annual general meeting had appointed Pratik KaushikkumarKikani Chartered Accountants as auditors for the year 2017-18. The remarks made in theAuditors' report are self-explanatory. For the financial year 2018-19 it is proposed toappoint Pratik K. Kikani & Associates Chartered Accountants Ahmedabad as thestatutory auditors of the company as per the provisions of Section 139 and otherapplicable provisions if any of the Companies Act 2013 read with the Companies (Auditand Auditors) Rules 2014 including any amendments if any thereof.
The paid up capital of the Company is Rs. 29903000/-. Your Company has not issuedany kind of Shares during the financial Year ended on 31 March 2018.
EXTRACT OF THE ANNUAL RETURN
The extract of the annual return in Form No.MGT 9 shall form part of the Board's reportand is set out as Annexure A to this Report.
PARTICULARS OF EMPLOYEE
There are no employees employed by the Company throughout the financial year or for apart of the financial year who were drawing remuneration above the limits provided insection 197 (12) of the Companies Act 2013 read with Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and therefore there areno details required to be given in the report.
(a) Mrs. Abha Agrawal (DIN 01589479) retires by rotation and being eligible hasoffered herself for reappointment. The Board recommends her re-appointment.
(b) Declaration by an Independent Director(s) and re- appointment if any: Adeclaration by an Independent Directors that they meet the criteria of independence asprovided in sub-section (7) of Section 149 of the Companies Act 2013 has beenreceived and taken on note.
DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
The Company promotes ethical behavior in all its business activities and has put inimplementation of a mechanism wherein the Employees are free to report illegal orunethical behavior actual or suspected fraud or violation of the Company's Codes ofConduct or Corporate Governance Policies or any improper activity to the Chairman of theAudit Committee of the Company or Chairman of the Company or the Compliance Of cer. TheWhistle Blower Policy has been appropriately communicated within the Company. Under theWhistle Blower Policy the con dentiality of those reporting violation(s) is protected andthey are not subject to any discriminatory practices. No personnel have been denied accessto the Audit Committee.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
The company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013. The details of the investments made by company aregiven in the notes to the financial statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The particulars of every contract or arrangements entered into by the Company withrelated parties referred to in sub-section (1) of section 188 of the Companies Act 2013including certain arms length transactions under third proviso thereto shall be disclosedin Form No. AOC-2. However your company has not entered in any transaction attractingprovision of Section 188 of Companies Act 2013. Hence AOC-2 is not required to beattached.
DISCLOSURES RELATING TO MANAGERIAL REMUNERATION
The information required under Section 197 of the Companies Act 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofDirectors / employees of your Company is set out in Annexure B to this report. YourCompany does not have any employee who was in receipt of remuneration in excess of limitsspeci ed in the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014.
A Secretarial Audit Report given by Ms. Meenu Maheshwari a company secretary inpractice (C.P. No. 8953) is set out as Annexure C to this Report. The Reportcontains observation about non-payment of listing fees within the prescribed time.However your Company has protested and disputed the unprecedented abnormal increase inlisting fees for the year under review and written to the concerned stock exchange. Theshares of the Company continue to be actively listed and traded on the said stockexchange.
RISK MANAGEMENT POLICY
A statement indicating development and implementation of a risk management policy forthe Company including identification therein of elements of risk if any which in theopinion of the Board may threaten the existence of the company.
The Board of Directors has duly developed and implemented a risk management policy forthe company.
CODE OF CONDUCT
The Board has laid down a Code of Conduct for Board Members and for Senior Managementand Employees of the Company ("Code"). All the Board Members and SeniorManagement Personnel have affirmed compliance with these Codes. A declaration signed bythe Managing Director to this effect is enclosed at the end of this Report. The Board hasalso laid down a Code of Conduct for Independent Directors pursuant to section 149(8) andSchedule IV to the Companies Act 2013 via terms and conditions for appointment ofIndependent Directors which is a guide to professional conduct for Independent Directorsand is uploaded on the website of the Company.
DISCLOSURE UNDER THE SEXUAL HARRASMENT OF WOMAN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL ACT 2013
The Company has been employing about two women employees.
The Company has in place an Anti harassment policy in line with the requirements of theSexual Harassment of Woman at Workplace (Prevention Prohibition and Redressal) Act 2013.Internal Complaint Committee is set up to redress complaints received regularly ismonitored and directly report to the Chairman & Managing Director. There was nocomplaint received from employee during the financial year 2017-18 and hence no complaintis outstanding as on 31.03.2018 for redressal.
DIRECTOR RESPONSIBILITY STATEMENT :
Your Directors confirm:
i. that in the preparation of annual accounts the applicable accounting standards havebeen followed;
ii. that the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year ended 31 March 2018 and of the profit of the Company for the year;
iii. that the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of Companies Act 2013 forsafeguarding the assets of the Company for preventing and detecting fraud and otherirregularities;
iv. that the Directors have prepared the annual accounts on a going concern basis.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant/material orders passed by the Regulators or Courts orTribunals impacting the going Concern status of your Company and its operations in future.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO
The statement containing the necessary information required under Section 134 of theCompanies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 [ChapterIX] is annexed herewith as Annexure D.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis for the year under review as stipulated in SEBI(LODR) 2015 is presented in a separate section forming part of this Annual Report.
Provisions of Regulation 27 of the SEBI (Listing Obligation & DisclosureRequirements) Regulations 2015 relating to corporate governance are not applicable to theCompany. However with a view to increase investors' trust and transparency in itsoperations the Board has decided to voluntarily adopt and follow some of the provisionsof the aforesaid regulations. A separate Report on Corporate Governance forms part of thisAnnual Report.
We wish to place on record our deep appreciation of the co-operation and assistancereceived by the Company from the staff and employees. We further wish to thank our bankersfor their continued support to the Company.
| ||For and on behalf of the Board |
| ||Sd/- |
|Place: Ahmedabad ||Jagdish Agrawal |
|Dated: 29 May 2018 ||Managing Director |